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itembase Partner for Business (Online) Agreement
This- itembase partner for business - agreement ("agreement") is made between itembase GmbH, a company incorporated under
German Law, registered with the address Oranienstr. 164, 10969 Berlin, Germany, (hereinafter “itembase”), and the applicable legal
entity, (hereinafter "contractor"), to confirm the contractor agrees with the business terms and conditions as provided in this
agreement.
-hereinafter collectively referred to as the "parties to the contract" This agreement shall enter into effect on the date on which the contracting parties indicate “I agree” on the button provided below
(hereinafter "effective date"). In case you are accepting on behalf of the contractor, you warrant that (i) you have full legal authority to
bind the parties to these Terms of Use, (ii) You have read and understood this Agreement and (iii) You agree with this agreement on
behalf the contractor. If you do not have the legal authority on behalf of the contractor to enter into binding contracts, do not click the
"I agree" button below. This Agreement governs the access of the Contractors to the services and the use of services by the
contractor.
Preamble
itembase is the developer of a web service that enables online users to host, organize, analyze, manage, and re-sell their orders
and purchases. Accordingly, itembase collects and stores order- and purchase information, for example the data of the product
purchased or sold including guarantees, invoices, receipts, manuals, customer opinions etc.
The contractor is the operator of an online shop.
Both parties will work together in the area of customer loyalty and retention. This is the reason for both Parties to close the
Agreement.
1. itembase Services
1.1 itembase order and purchase management
Itembase will make Databases, Servers and a Web-interface for online hosting and management of order- and purchase information
available to the Contractor.
itembase will make an application in the Java Script format available for integration (the "plug-in") in the Webpage or other Systems
of the Contractor, which enables automated hosting and management of order- and purchase information and also informs the users
of the Webpage in name of the contractor about the online availability of the purchase information either directly via the plug-in, via
Email or through any other way of communication used by the contractor according to his Webpage. In order to support sales
channels that do not support Javascript, itembase can make an API connection available. The Plugin and API connections offer the
users of the Webpage and sales channels of the contractor access to their purchase information online at itembase.
If the user accesses the purchase information through the Plugin or the API connection,the purchase information (e.g. product
purchased, price, customer name, product photo) of the Contractor will be transferred to the user-account on itembase. itembase
will then add the acquired data to a dedicated database for the user and keep it available for the user should they request this
information.
itembase will support the contractor in integrating and operating the plug-in and the API connection.
The service described in paragraph 1.1 is free of charge.
1.2 Profiling
itembase offers contractors the opportunity to make data analyses, gather reports, and export data from the itembase website via a
software-as-a-Service (SaaS) application. All of the data that can be viewed via the SaaS application is anonymous. The exact scope
and the remuneration of the SaaS application depends on the terms agreed between the Parties in the application package indicated
in Appendix 2.
1.3 Product Content
itembase provides contractors an "Application Programming Interface" (API) access to the available backend content of the itembase
software system. This interface offers contractors the ability to single out data on specific products (such as user comments, product
pictures, and product recommendations) in accordance to their availability on the itembase website. The scope of this performance
fee is fixed as indicated in appendix 2.
1.4 After-Sales Service
Itembase offers the contractor an AfterSales Service based on the hosted order and purchase information, which is enriched and
distributed by itembase through various customer communication channels (e.g. order confirmations, newsletters and shipping
confirmations) in the name of the contractor.
1.5. Branding
itembase offers contractors the opportunity to set an online reference to the specific product that was sold over the online shop of the
contractor and the data of those purchases according to paragraph 1.1 that are delivered to itembase.
This means that, if the buyer of the "share" function on the website of itembase spread a product within its itembase network or in a
website cooperating with itembase’s social media network, the contractual partner is always indicative ("branding"). The scope of
these services and their remuneration are set out in appendix 2.
1.6 Performance Adjustments itembase reserves the right to adjust the services and prices within reason. The adjustments are
served to improve and expand the services offered by itembase and/or depend on externally generated technology, service and/or
license conditions. This does not include adjustments that are a significant alteration in the contract and which would then be subject
to a modified contract. itembase will notify contractors in writing of changes to their services and/or the prices within time for
reciprocated action.
Should adjustments suggest a significant change to the contract, the itembase contractor will be provided a deadline by which time
they need to provide their contradictions to the aforementioned adjustments as provided by the contractual partner. After the
expiration of this deadline, should no contradictions be made, the adjustments will be considered accepted. Should the contractors
contradict the adjustments within the deadline, itembase remains the right to terminate the contract.
2. Performance of the Contractor
2.1 Integration of the Plug-ins
The contractor has a duty to implement the plug-in or API connection that has been made available by itembase on their website or
other sales channels and in the standard confirmation emails in relation to the purchase. in case the contractor actively unselects the
purchase accessibility email sent by itembase in name of the contractor.
2.2 Promotional Material The contractor undertakes to distribute the available itembase electronic, physical and promotional material
(eg, promotional e-mails, flyers, etc.) to the appropriate range of users on its website.
3. Content Responsibility
3.1 The contracting parties mutually undertake that each are responsible for the content on their respective web sites to meet the
statutory provisions, in particular from the Copyright [Urheber-], Competition Law [Wettbewerbs-], and Youth Protection Act
[Jugendschutzgesetz], in promotion materials or anything related. This obligation also applies to the transmission of such content
(e.g. through promotional e-mails). The parties indemnify each other from all third-party settlements and all legal persecution or legal
defense costs, that arise from a breach of this obligation.
3.2 The contracting parties mutually undertake that every display or indicative evidence of criminal behavior, pornography, racism or
extreme political content is omitted or respectively, if a third party displays or indicates evidence of this content, a note against this is
sent to them immediately.
3.3 The contract parties stay uninvolved from claims provided by third parties and the resulting damage, and in the case of an
incident, in accordance with paragraph 3, will follow the provisions as first indicated to follow.
4. Grant of Rights
4.1 The plug-in, as well as the user interface, are the property of itembase and are not allowed to be expanded, shared with third
parties or used in any other forbidden way. The contractor insures they have no rights to the property or intentions to misuse the
service.
4.2 For the purpose of performing this contract, itembase hereby grants, in accordance with the contract duration, the simple, nontransferable and non-sub-licensable, worldwide right to the plugin, the user interface and its contents to the German website or
emails of contractors in accordance with the specifications in Appendix 1, to integrate, display the public and/or closed pattern
groups via fixed and mobile communication networks at times and places of their choice for the purpose of use, making it accessible
and to reproduce the above-stated purposes.
4.3 To intellectual property rights (eg. trademarks, logos, company registration num bers, etc.), the contract parties mutually
acknowledge a simple, non-transfera- ble right to the extent that the performance of this agreement is necessary and appropriate.
This particularly includes the right to use it is as a reference in online and offline media.
4.4 Upon termination of the contract, regardless of the reason, all the aforementioned rights fall back immediately and without further
notice to the respective concessive contract party.
4.5 For the purpose of accomplishing this contract, itembase is conceded to the simple, non-transferable, non-sublicensable,
temporally un-limited, worldwide right to use copyrighted content from the website of contractors pursuant to Section 1.1 of this
contract (e.g. product images), integrate and present it on the website of the contractor, according to the specifications in appendix 1
and make it accessible and reproducible, according to above purposes, to the public and/or closed pattern groups via fixed and
mobile communications networks at times and places of their choice.
5.
Payments
5.1
The payment should be made monthly, as long as nothing else is stated in the contract. For individuals (accounts) the
contractor will be offered a variety of payment methods.
5.2
It is not possible to settle the invoice by direct debit or with checks. ItemBase expressly excludes liability, except in the case
of gross negligence.
5.3
Contractor is only entitled to compensation if the counter-claims are legally established or undisputed.
5.4
Monthly payment obligations (e.g. in context of the packages according to Appendix 2) from the contractor to Itembase
should be settled at the beginning of the month following the service activation.
5.5
The invoices are due and payable immediately without any deductions. Should the contractor default a payment, Itembase is
entitled to charge increased interest of 8 percentage points beyond the Deutsche Bundesbank announced base interest
rate. The higher claim is to cover any related damages. For this instance, Itembase will authorize a direct debit payment.
6. Contract Duration/ Termination
6.1 This contract will come into effect on the day on which the contractor selects the button indicating, “I agree”, and will be
concluded to last a total duration of one calendar month.
6.2 The contract period shall be extended automatically for another month, if the contract party properly announces the
discontinuation of the contract with a minimum of one weeks notice.
6.3. The right to extraordinary termination due to an important reason remains unaffected.
An important reason exists in particular if:
6.3.1 either party becomes insolvent or an insolvency application is made,
6.3.2 the business model or the content focus of the offer of either party changes dramatically or 5.3.3 the other party violates
essential contractual obligations and does not re store the contractual conditions - despite written warning with the simulta- neous
request to eliminate the presumed reason to terminate within the contract term.
6.4 The termination can be made in writing by emailing at [email protected] or online in the customer profile of itembase.
6.5 After termination of the agreement, for whatever reason, all business records, promotional materials and merchandise are
surrendered at the request of the licensed contractor and deleted or otherwise destroyed.
6.6 Independent of a particular contract duration, the plug-in can be removed from the website at the request of the contractor at any
time. Contractual obligations of the contractor shall remain unchanged.
7. Liability
7.1 The contract parties assume no liability for systematic unattainability of their web pages (e.g. due to maintenance) or from
external forced interruption of the web pages, which is not responsible for the relevant party.
7.2 Each party is responsible for the development, operation and maintenance of the website or the content provided by each. The
same applies to functionality and compatibility of their own software and hardware.
Additionally, the contract parties are liable for all damages that are due to deliberate or gross negligence, as well as all errors in a
guaranteed or warranted feature.
7.3 For slightly negligent breach of cardinal obligations, the liability of the party is limited to typical contract and foreseeable
damages.
7.4 The foregoing limitations will not apply in the case of injury to life, the body or health or in cases of gross negligence or willful
misconduct of the respective party.
8. Confidentiality
8.1 The contract parties undertake, not to divulge any information concerning the operational and business affairs, in particular
commercial documents, reports, sales figures, prices, and other insights into business processes and any other information
contained in this contract during and after the termination of this contract. The contract parties are requested to treat the confidential
information of the other contract party with the same attention as they would with their own confidential information.
8.2 In addition, the contract parties must treat all received documents with confidentiality, and not to use these documents for
anything other than the purpose of this contract, as well as to keep this from third parties, except in the case to fulfill obligations
deriving rights or due to statutory regulations or official regulations required as stated in this agreement.
8.3 These obligations are not applied for information that has not been requested to remain confidential to the other contract party or
that was never indicated as such or will be indicated as such.
8.4 The contract parties shall be entitled to reveal confidential information of employees, replacements and people sworn to
professional confidentiality if this is necessary for the execution of their duties. The contract parties shall ensure in advance that its
employees, replacements or other persons who have access to confidential information, are subject to the same duty of
confidentiality as stated in paragraph 7.
8.5 All obligations made within paragraph 7 remain valid after the termination of this Agreement, despite the reason for termination.
8.6 In the event of a breach of the obligations within paragraph 7, the contracting parties must pay a contractual penalty in the
amount of EUR 5,000.00 for each individual violation. Further compensation can be claimed, but will be applied based on the
penalty.
8.7 Press releases or other publications and promotional activities concerning the cooperation between the contracting parties are
supposed to be available at an early stage to both the contract parties.
9. Exclusivity
Contracting party is prohibited for the duration of the contract, to implement an additional function, similar to the services provided by
itembase or competitors of itembase, on their website.
10. Data Safety & Protection
10.1 As far as personal data is made available to the contract parties by the other party, within the framework of the contract, or
knowledge of such data is gained in relation to fulfilling the contract, the contract parties are subject to the applicable provisions of
the Federal Republic of Germany, especially the provisions of the Federal Data Protection Act [Bundesdatenschutzgesetzes] in order
to protect these data.
10.2 The contract parties secure, especially in the arrangement of the website, that the appropriate consent of the users according to
the legal security provisions that are required to fulfill this contract, are collected, documented and made available.
10.3 Should the need arise for the contract party to process the other contract party’s personal data on behalf of the other party, the
contract party is committed to encrypt all user data and securely transmit a separate Data Order Contract
[Auftragsdatenvereinbarungsvertrag] which to complies with other more stringent regulations.
10.4 All information provided in performance of this contract are considered confidential data in accordance with paragraph 6.
Contract parties and all their employees that perform with use of this data, commit the same level of confidentiality and the contract
party is to teach them properly about privacy.
11. Final Provisions
11.1 No corporate contractual relationship between the parties is established by the present contract.
11.2 Should one or more provisions of this contract be invalid or void, the validity of the remaining provisions will not be affected. The
provisions implemented in replacement of the invalid or void provisions, will be the provisions that the contract parties would have
agreed upon at the time of closing the contract in order to meet the same economic goals, if they were aware of the deficiency that
made the current contract invalid or void.
11.3 There are no additional agreements to this agreement. All appendices are an integral part of this agreement. Additions and
amendments to this agreement can be made in written or electronic form. The same applies to the agreement in writing itself.
11.4 The contract is governed by German law, as the exclusive jurisdiction for all disputes, arising from or in connection with the
contract, is Berlin.