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Section 1 Contractual Partner

Sellaround is a product of Sellaround GmbH, Marienstrasse 37, D-70178 Stuttgart, Stuttgart District Court, Commercial Registry Number: HRB 737413 (hereafter referred to as "Sellaround"). On one hand, Sellaround creates the possibility with Sellaround to produce specific interaction elements for use in graphic interfaces (widgets) for the purpose of offering and selling services and products (hereafter referred to as "sales widgets"). On the other hand, Sellaround offers the use of a shop application (jointly also referred to as: Sellaround services). The contractual partners within the context of the services offered at www.sellaround.net with the services of Sellaround are Sellaround and the users of this service for the purpose cited above (hereafter referred to as "seller").
Contractual relations between the seller and those, to whom he offers and provides his services using the sales widget or the shop application from Sellaround (hereafter referred to as "customer" or "customers"), are determined solely according to the relation between buyer and the seller.

Section 2 Object of the Contract

2.1 The object of the contractual relations between Sellaround and the seller is based on the following General Contract Terms and Conditions (A.) and the Special Contract Terms and Conditions (B.). The latter regulate the sales widget from Sellaround for actual use in the website of the seller and/or website/web offers of third parties (B.I.) or the actual use of the shop application. Insofar as the seller uses Sellaround sales widgets in addition to that or also only on websites or web services operated by Sellaround, the Special Contract Terms and Conditions also apply pursuant to B. II.

2.2 The legal, especially contractual relations between the seller and the customer remain unaffected by the following General Contract Terms and Conditions (A.) and the Special Contract Terms and Conditions (B.). They only determine the legal relation between the seller and the respective customer.

2.3 All offers and services from Sellaround, especially the supply of services pursuant to the following Special Contract Terms and Conditions (B.), are subject to change and are made/performed solely according to the contractual conditions cited above.

Section 3 Registration by the Seller and Publication of Seller Information on Microsites

3.1 A prerequisite for use of Sellaround services by the seller is his registration on the Sellaround portal at www.sellaround.net.

3.2 Each registered seller also receives a Sellaround account for an unlimited period. With the setup of the Sellaround accounts, the seller is entitled to use Sellaround services in general. Individually concluded contracts are required for concrete use of the respective individual Sellaround services.

3.3 The seller may give notice of termination of his Sellaround account at any time by deleting it at www.sellaround.net. Sellaround may give notice of termination of the Sellaround account of the seller at any time. More specific details for giving notice of termination of an account are regulated in the following special terms (B.).

3.4. Insofar as the registered seller orders Sellaround service in the name of a legal entity or private company, he assures that he has unlimited powers of representation.

3.5. The recorded personal data of the seller are processed and used by Sellaround according to the strict provisions of the data protection statement(www.sellaround.net/privacy) of Sellaround, especially to the extent that this is required for contract processing, service provision and invoicing.

3.6. Sellaround publishes the data of the seller recorded within the context of registration in part on microsites to make them accessible to third parties, especially potential buyers. These data include the (company) name of the seller, his address, his e-mail address, possibly his general terms of business, his homepage, his data protection statement and the sales widgets he creates or the sales offers created by the user in the shop application. In addition, the option is granted to store the obligatory data pursuant to Section 5 of the Telemedia Act (TMG) ("general information requirements") for publication on a microsite.

Section 4 Terms of Payment, Delay of Payment and Reservation of Rights Granted

4.1 The prices for using Sellaround services by the seller are shown in the respective price list (www.sellaround.net/pricing) or the respective information provided for the corresponding offers at www.sellaround.net.

4.2 Invoicing by Sellaround to the seller for the prices to be paid to Sellaround for use of Sellaround services by the seller and their payment is performed by relinquishing a claim of the seller against PayPal (Europe) S.à r.l. & Cie, S.C.A., 5. Etage, 22-24 Boulevard Royal, L-2449 Luxembourg (hereafter referred to as "PayPal") for the payout of the purchase prices to be paid by the buyer in the amount of the respective price to be paid for the corresponding Sellaround service.

4.3 The seller is also obligated to pay such compensation for Sellaround services, which were caused by third-party users or co-users or by improper use insofar as the seller does not prove that he is not responsible for the breach of a contractual obligation.

Section 5 Change of the General Contract Terms and Conditions (GTCs)

5.1 Sellaround is entitled to change these GTCs at any time. Sellaround shall inform the seller of such a change without undue delay. The change is considered as approved by the seller if he does not contest it within one month after receipt of the change announcement or if he gives notice of termination of contract with Sellaround. Sellaround has the right to give proper notice of termination if the seller contests the change. Sellaround shall inform about the option of contesting and giving notice of termination of contract as well as the legal consequences in the announcement of the change of GTCs, especially with respect to the lack of contesting such by the seller.

5.2 Within the context of a change of the GTC, Sellaround is especially entitled if one condition of the GTC is invalid to change, supplement or replace this with effect for existing contracts with a change of legal provisions or changes to the decisive law if one or more provisions of the contractual relations are affected by such a change to correspond to the changed legal situation insofar and to the extent that the user does not have poorer conditions due to the new or changed provisions than with the original conditions.

Section 6 Setoff and Right of Retention

The seller only has a right to setoff against Sellaround if his counter-claims have become legally enforceable or are not disputed by Sellaround. The seller is only entitled to exercise retention rights to the extent that his counter-claim is based on the same contractual relations.

Section 7 Duties and Obligations of the Seller

7.1 The seller shall ensure that minors only use Sellaround services with his express consent.

7.2 The seller may not give personal access data (especially user name/password) to third parties, and the seller shall store such protected safely against access by third parties. As soon as there is reason to assume that a third party has gained unauthorized access to the access data of the seller, the seller shall change the affected access data without undue delay.

7.3 The seller shall backup data and/or documents created within the context of the contractual relation with Sellaround at regular intervals and in appropriate form so that these can be restored with an acceptable amount of work.

7.4 The seller ensures that the data entered for registering his service are correct. Insofar and to the extent that these data change, he shall make the corresponding change himself in his Sellaround account.

7.5 The seller may not remove copyright notices, trademarks and/or other identification of Sellaround for the Sellaround services without the express consent of Sellaround. Such consent must be made in writing.

Section 8 Violation of Seller Obligations and Rights of Third Parties, Exemptions

8.1 If the seller commits a substantial violation of the duties above, if there are incriminating factors for such a substantial violation of the obligations by the seller, and especially if the seller has not fulfilled or only partially fulfilled payment claims of Sellaround, Sellaround is entitled to block the Sellaround services for use by the seller at short notice. Sellaround shall inform the seller of the reason for the block. The block shall remain in force until the violation of an obligation has been eliminated and/or the seller has made it credible that he shall not violate duties in the future. The right of Sellaround to give ordinary or extraordinary notice of termination remains unaffected by this.

8.2 The seller is liable at violations of the rights of third parties to such third parties and directly for all legal violations in connection with Sellaround services insofar and to the extent that he is responsible for such legal violations. If claims of third parties are enforced against Sellaround due to such violations, for which the seller is responsible, the seller is obligated to release Sellaround from them unless he can prove that he is not responsible for the violations of an obligation causing the damage.

8.3. The seller especially releases Sellaround from all claims that the buyer or other third parties enforce against Sellaround due to violations of their rights in the sales offers and their contents created by the seller at www.sellaround.net

8.4 Insofar and to the extent that the seller is obligated to release Sellaround pursuant to the present General Contract Terms and Conditions and the Special Contract Terms and Conditions, the seller shall pay the required legal expenses for defense of Sellaround, including all court and attorney fees at the legally set amount. This does not apply if seller is not responsible for the legal violation. The seller is otherwise obligated to provide Sellaround with all information and documents without undue delay, truthfully and fully in the case of a claim by a third party, which are required for Sellaround to verify and which are necessary for legal defense.

8.5. The provisions above pursuant to A. 8.1. until 8.4. apply correspondingly if the seller violates other duties, which arise from the special contractual conditions below.

Section 9 Guarantee and Availability of Service

9.1 Sellaround shall provide the Sellaround services to the seller for retrieval and solely for use in line with the contract. Sellaround does not provide any guarantee for the usability of the Sellaround services for the purpose intended by the seller nor for their economic success.

9.2 The seller does not have any right to permanent accessibility of the Sellaround services provided by Sellaround at www.sellaround.net. Specifically, a claim of the seller to set the sales widgets with the corresponding contents and consequently to make them accessible to potential buyers at www.sellaround.net as well as at other Sellaround-operated web services only exists with the scope of the state of the art. Sellaround is also granted the right at its own discretion to switch off the server for a period of time or permanently as well as to change, delete or supplement the contents and services stored there. Sellaround limits its corresponding services temporarily when this is required, especially with respect to capacity limits or the security or integrity of the server or for performing technical measures or if this serves for proper or improved provision of services (e.g., maintenance work).
The obligation of Sellaround to fulfill already existing contractual relations between Sellaround and the seller remains unaffected by the provision above, whereby Sellaround retains the right no longer to have already created sales widgets available no later than 15 days after termination of the services of Sellaround so that potential customers of the seller can no longer be accessed from this time.

Section 10 Liability of Sellaround

10.1 In the event of intentional or gross negligence as well as errors of guaranteed features of the service, Sellaround is liable unlimited for all damages due to such.

10.2 In the event of slight negligence, Sellaround is liable unlimited in the case of death and injury to body or health. If Sellaround is in delay with its service due to slight negligence, if the service of Sellaround has become impossible, or if Sellaround has breached an obligation essential to the contract, the liability is limited to the property and asset damage arising from such to the damage that is foreseeable and typical for this type of contract. An essential contractual obligation is such that fulfillment of which makes the proper execution of the contract possible in the first place, whose violation endangers achievement of the contract purpose, and whose observance the seller may regularly trust.

10.3 Sellaround is only liable for the loss of data due to slight negligence under the prerequisites and with the scope of Section 10.2 insofar as the seller has saved his data in a suitable form at regular intervals, so that these can be restored with an acceptable amount of work.

10.4 Liability independent of culpability of Sellaround for claims for damages (Section 536a of the German Commercial Code) for defects existing at contract conclusion is excluded. Sections 10.1 and 10.2 are not affected by this.

10.5 Liability of Sellaround pursuant to the German Federal Product Liability Act remains unaffected by the aforementioned provisions.

Section 11 Exercise of the Rights by Third Parties and Contract Transfer

11.1. Sellaround is entitled to employ the services of third parties for the purpose of contract fulfillment and exercise of its rights and duties in line with this contract.

11.2. Sellaround is entitled to transfer its rights and duties from this contractual relation partially or completely to a third party with a prior announcement period of four weeks. In this case, the seller has the right to give notice of termination of his account.

Section 12 Other Provisions

12.1 This contract is governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods as well as any conflicting norms of international private law.

12.2 If individual provisions of these GTCs should be or become ineffective, this shall not affect the validity of the remaining provisions of this contract.

12.3 Any business conditions of the seller, which differ from these GTCs, are not recognized by Sellaround and are not components of the contract even if Sellaround has not expressly contested them.

B. SPECIAL CONTRACT TERMS AND CONDITIONS

I. Use of the sales widget or the shop application from Sellaround for integration into websites of the seller and/or website/web offers of third parties

Section 1 Special Contract Terms and Conditions

Supplementary to the General Contract Terms and Conditions pursuant to A, the following contractual conditions (B.I) apply for the offer and use of the sales widget or the shop application from Sellaround for integration into own websites of the seller and/or website/web offers of third parties

Section 2 Service Description and Performances of the Parties

2.1. In the Sellaround portal at www.sellaround.net, the seller can create products that are visualized in the form of a sales widget or a shop standardized by Sellaround, which the seller is then entitled to use pursuant to the provisions of these contractual conditions. To that end, the seller shall provide concrete information about the type and conditions of the services offered by him to customers and conclude a corresponding contract pursuant to the conditions of Sellaround at www.sellaround.net for the prescribed process for creating the respective product. Strict observance of the process prescribed by Sellaround for creating a respective product is thereby just as necessary as it is imperative that the seller may only grant the option of payment using the services of PayPal to his customers within the scope of creating the sales widget or the shop. After the seller provides information about the type and conditions of the services offered by him to customers and concludes a corresponding contract pursuant to the conditions of Sellaround at www.sellaround.net, Sellaround shall grant him the option at www.sellaround.net to integrate the sales widget or shop created into his own websites and/or website/web offers of third parties. It is currently possible to integrate the Sellaround sales widget and the shop as Flash or iFrame object. It is also possible to use the Facebook application for the widgets and shop made available by Sellaround. The use of the Sellaround sales widgets and shop external to the server operated by Sellaround is prohibited.

2.2. Sellaround grants the seller an unlimited, non-exclusive right not transferable to a third party to use the created sales widget or shop application pursuant to B. I.2.1. corresponding to the provisions here. Any other use of the sales widget is not permitted.

2.3. Sellaround shall inform the seller about the purchase of the customer and transmits the required transaction data (e.g., delivery address) to the seller, which are required for further processing of the contract with the customer. The seller is then obligated to provide the service to the customer within the delivery time stated by the seller at the portal.

Section 3 Conclusion of a Contract with Sellaround

After the seller provides information about the type and conditions of the services offered by him to customers and concludes a corresponding contract and completion of the sales widget, Sellaround sends the seller an order confirmation via e-mail with the stored details of the performance intended by the seller for the benefit of the customer. Notwithstanding the question of the contract conclusion between the seller and the customers, the contract between the seller and Sellaround shall take effect at the latest with receipt by the seller of the previously cited order confirmation from Sellaround.

Section 4 Right of Sellaround to Compensation

4.1. For the services provided according to these provisions, Sellaround shall receive payment from the seller, which is calculated from the price list of Sellaround pursuant to B. I. 2.1. (www.sellaround.net/pricing) valid respectively at the time of providing the services. This payment from the seller to Sellaround is not subject to objections or offsetting and is due as soon as the customer has fulfilled its owed counter-performance (payment of the purchase price) to the seller and is paid from PayPal directly to Sellaround. Sellaround shall provide the seller an invoice in electronic form about the performances provided by Sellaround.

4.2. For the purpose of compensation payment pursuant to B. I. 4.1, the seller hereby already relinquishes his claim now arising from the purchase contract against PayPal for the payout of the purchase price in the amount of the compensation claim arising from the respective purchase for Sellaround pursuant to B. I. 4.1. He is obligated to provide all information and submit documents to Sellaround and/or PayPal or to provide explanations, which are required for realization of the corresponding payment claim of Sellaround against PayPal.

4.3. In the case that the buyer has a legal revocation right against the seller and the buyer makes use of this right within the corresponding revocation period, Sellaround is not obligated to reimburse the seller for the payment pursuant to B. I. 4.1.

Section 5 Personal Responsibility of the Seller

5.1. The contractual relations with customers occurring or initiated under use of the sales widgets or use of the shop application offered by Sellaround at www.sellaround.net are solely the personal responsibility of the seller. A contract is solely concluded between the seller and the buyer.

5.2. The seller is solely responsible for proper and legally compliant design of the contractual relations, offers and contracts with customers initiated under use of the Sellaround services. This especially applies with respect to legal provisions concerning long-distance sales as well as the General Contract Terms and Conditions. Sellaround does not assume any guarantee for the proper and legal conformity.

5.3. The seller is solely responsible for ensuring that sales widgets created at www.sellaround.net and their integration as well as offers created using the shop application do not violate the use conditions of the provider where the sales widgets or offers are placed by the seller or on his order. The seller is especially solely responsible for ensuring that the promotion, offer, sale, acquisition or distribution of the goods/services of the seller, for which the sales widget or offer were created, does not violate the conditions of the provider where the sales widgets or offers are placed by the seller or on his order.

5.4. The seller is solely obligated to determine whether the services he offers to buyers are subject to copyright or right of use fees, taxes, especially value-added tax or taxes as well as import and export duties or any other customs duties, and to calculate these and - if applicable - to show them on the books and pay them corresponding to legal provisions. The seller is also obligated to indicate the price for offered services with inclusion of all rights of use and legally applicable value-added tax or taxes as well as import and export duties or any other customs duties, which the buyer is to pay, and to inform the buyer that he must pay value-added tax or other taxes as well as import and export duties or any other customs duties. The above is the sole responsibility of the seller. Consequently, Sellaround is specifically not obligated to determine whether and to what extent taxes, especially value-added taxes, are due for the services exchanged between the seller and buyer or to collect, pay or report such taxes.

Section 6 Prohibition of Specific Seller Services

The seller is prohibited to use sales widgets from Sellaround as they can be created at www.sellaround.net or the shop application for the promotion, offer, sale, acquisition or distribution of the following goods or services:

Articles/services whose promotion, offer, sale, acquisition or distribution violate legal regulations or good morals
Articles/services whose promotion, offer, sale, acquisition or distribution violate the use conditions of the service, in which the sales widgets were placed by the seller or at his order
Articles/services whose promotion, offer, sale, acquisition or distribution violate copyrights or ancillary copyrights, industrial property rights (e.g., brands, patents, registered designs) as well as other rights (e.g., the right to your own picture, name and personal rights)
Propaganda articles/services and articles identified as unconstitutional organizations as well as material promoting violence or racist material as well as corresponding services
Pornographic articles or services or such with pornographic contents
Weapons of war, weapons, munitions and/or parts thereof
Living or dead animals
Alcohol or materials containing alcohol
Stolen goods/property
Medicine, illegal drugs or materials containing illegal drugs

Section 7 Deletion of the Sellaround Accounts and Extraordinary Notice of Termination

7.1. If the seller deletes his Sellaround account or if Sellaround deletes it, the right of the seller to use the respective sales widget or shop application remains pursuant to B. I. 2.2 insofar and to the extent that the seller has fulfilled his obligations in accordance with these provisions. The right of Sellaround remains unaffected by this to terminate this contract with the seller for extraordinary reasons.

7.2. Sellaround is specifically entitled to terminate this contract with the seller for extraordinary reasons effective immediately if the seller provided false information at registration, does not announce changes and consequently substantially complicates processing the contractual relation between Sellaround and the seller, or the seller has violated the prohibitions pursuant to B. I. 5.

Section 8 Indemnity

8.1. The seller obligates himself to release Sellaround from any liability if and to the extent that disputes arise between him and the buyers in connection with use of the sales widget or the use of the shop application offered by Sellaround at www.sellaround.net or the use of the shop application or initiated contract relations in connection with this.

8.2. The seller releases Sellaround from all claims of third parties, which are enforced against Sellaround due to legal violations that arise from services of the seller or contents, which the seller displayed or had placed in the service of third party under use of services offered by Sellaround at www.sellaround.net and which violate legal regulations, the rights of third parties or the prohibitions pursuant to B. I. 5. This especially applies to all texts, pictures, images, picture sequences and marks that the seller uses within the context of the respective sales widgets.

8.3. The above indemnity obligations pursuant to B. I. 7.1. and B. I. 7.2. do not apply insofar and to the extent that the legal violation cited by the third party is not the responsibility of the seller.

II. Use of Sellaround Sales Widgets or the Shop Application on Websites or Web Services Operated by Sellaround

Section 1 Special Contractual Conditions

In the case that the seller does not use Sellaround sales widgets or the shop application for integration into own websites of the seller and/or website/web offers of third parties, but instead in addition to or only on websites or web services operated by Sellaround, the General Contract Terms and Conditions pursuant to A. apply. In addition, the following General Contract Terms and Conditions B.II also apply. Otherwise, the Special Contract Terms and Conditions pursuant to B. I. apply in this case insofar and to the extent that no provisions to the contrary are concluded in the following provisions under B. II.

Section 2 Service Description

2.1. Sellaround provides the seller with the option at www.sellaround.net as well as with other widgets and web services offered by Sellaround to set the sales widgets or shops with the corresponding contents and consequently to make them accessible to third parties, especially potential buyers.

2.2. If third parties, especially potential buyers, contact the respective seller or submit declarations of intent due to the sales widgets as well as the sales offers created using the shop application at www.sellaround.net as well as due to other widgets and web services offered by Sellaround, contractual relations, especially purchase contracts, are concluded solely between the respective seller and buyer. A purchase contract can always only be concluded between the seller and the buyer, but never with Sellaround. Sellaround is neither a representative, agent or mediator for the business relation between the respective seller and buyer. Consequently, Sellaround does not mediate in cases of dispute either between the parties or in the enforcement of fulfillment of agreements between the respective seller and buyer.

Section 3 Indemnity

3.1. The seller obligates himself to release Sellaround from any liability if and to the extent that disputes arise between him and the buyers in connection with services offered by the seller at www.sellaround.net or other widgets or web services or the use of the shop application operated by Sellaround.

3.2. The seller releases Sellaround from all claims of third parties, which are enforced against Sellaround due to legal violations that arise from services of the seller or contents, which the seller displayed or had placed in the service of third party at www.sellaround.net or other displayed or placed widgets or web services or under use of the shop application operated by Sellaround, which violate legal regulations, the rights of third parties or the prohibitions pursuant to B. I. 5. This especially applies to all texts, pictures, images, picture sequences and marks that the seller uses within the context of the respective sales widgets or shop application.

3.3. The above indemnity obligations pursuant to B. II. 3.1. and B. I. 3.2. do not apply insofar and to the extent that the legal violation cited by the third party is not the responsibility of the seller.