General Terms and Conditions for Merchants

These General Terms and Conditions apply to the delivery of services by the company 4Hooves GmbH (“4Hooves”) as well as to the contracts between B2B customers (dealers or sellers) of 4Hooves (“Advertiser”) and 4Hooves, and they form an integral part of these contracts. 4Hooves, based in Germany, at Wolfratshauser Str. 47i in 82049 Pullach near Munich, is registered in the commercial register of the city of Munich under number HRB 2226669.

4Hooves has the right to unilaterally change these terms and conditions. Material changes to these terms and conditions will be announced by email.

The following general terms and conditions apply to the contract between 4Hooves and the advertiser:

The following applies:

• The Advertiser supplies products via the product data feed for one or more of the 4Hooves websites listed in the Advertiser Agreement.

• 4Hooves creates the advertiser system-technically and sends a conversion pixel to the advertiser. This installs the pixel on the confirmation page of his online shop and adjusts the value of the shopping cart so that it is handed over. Adjusting the shopping cart value is only necessary in the case of CPO billing. The CPC and fixed price models are excluded from this.

• The advertiser is the owner/operator of the online shop, or is legally represented by a third party that has joined this advertiser contract.

• The advertiser provides a CSV file (preferably saved as UTF8.txt) that contains at least the following information: product title/name, unique item number (SKU), short description and/or detailed description, product URL, image URL (image path - largest possible file), price, special price, (sub-)category and/or category path, brand name (if applicable), as well as color, size, manufacturer (if available). The advertiser is responsible for the accuracy of the information and must ensure that the target URL is correct.

• 4Hooves places the advertiser's product data feed on the agreed websites and categorizes the feed within the correct websites and categories. When billing on a CPO basis, 4Hooves carries out a test order after integrating the product data and thus checks the installation of the conversion pixel. If the pixel is not installed correctly, the advertiser must do everything in its power to fix the problem within two days. If the correction takes longer, 4Hooves will charge EUR 0.20 per click for the traffic delivered in the meantime. As soon as the pixel is installed correctly, the CPO model can be used as the basis for billing.

• The advertiser updates its product data feed regularly, or as soon as the product data has been updated, thereby ensuring that the product data contained therein, such as: B. the prices are current and the products are available, unless other agreements have been made in writing regarding the update. The update relates to the availability of the products. If a product is no longer available, it must also be (temporarily) removed from the product data feed. 4Hooves must be informed of the updates by the advertiser. Regular omission and the resulting use of outdated data and links can lead to exclusion. 4Hooves undertakes to integrate the product data within 3 working days.

§1 Beginning, duration and termination of the contract

a. The contract between the advertiser and 4Hooves is concluded for an indefinite period of time and comes into force when signed by both parties.

b. The contract is based on a written confirmation of the conditions of the advertiser contract by 4Hooves and the advertiser.

c. Both 4Hooves and the Advertiser have the right to terminate this Agreement at any time on the first day of a calendar month; this by written notice to the other party and taking into account a one-month notice period at the end of the month. (Example: The contract will be terminated on January 1, 2018 if one of the parties has notified the other of the termination in writing before December 1, 2017.) If the term is less than 6 months, 4Hooves reserves the right to charge a fee The amount of 199 EUR will be charged for the integration of the product data and the setup.

d. With a CPC compensation, the remaining budget amount (see 3a) will be paid out within 15 days after the end of the advertiser contract. The final billing for a CPO fee is made for all orders up to the specified cancellation date.

e. 4Hooves has the right to terminate the advertiser contract in writing without notice and without cause if it turns out that the advertiser does not provide its services in accordance with the legal provisions and / or customer requests, or if there are violations towards the customer.

f. Both parties have the right to terminate the advertiser contract immediately and without notice cancel if:

(i) The counterparty has been declared bankrupt;
(ii) the bankruptcy of the counterparty has been filed;
(iii) the counterparty's payments have stopped;
(iv) a suspension of payments has been requested for the counterparty;
(v) either party has been dissolved or ceased operations; which for 4Hooves includes a cessation of operation of the website selected in the advertiser agreement;
(vi) the delivery of the agreed services or any part of these services conflicts with or threatens applicable laws and regulations and;
(vii) The Other Party fails to fulfill any of the obligations set out in the Advertiser Agreement, even after being granted a reasonable period of time to fulfill its obligations.

G. The parties are not obliged to fulfill any obligations under the Advertiser Agreement if they are unable to do so due to force majeure. Force majeure is defined as a fault that cannot be attributed to the contracting parties, such as a failure of third parties or suppliers, the inadequate or temporarily non-existent availability of hardware, software and/or Internet or other telecommunications connections required for the delivery of the services the deletion of a website operated by a third party, as well as any other situation in which 4Hooves cannot exercise (decisive) control. In the event of force majeure, neither party will be liable for any damage suffered in the force majeure situation. If the force majeure situation lasts longer than one (1) month, both parties have the right to terminate the Advertiser Agreement immediately in writing.

§2 Compensation & product data feed

a. 4Hooves sets either a fee per click (CPC), a percentage compensation per order (CPO) or a fixed monthly price. For the CPC billing model, i.e. a click (deep link) to an advertiser's product, the advertiser pays an agreed fee per click from the websites that were contractually agreed in the advertiser contract to the advertiser's website. For the CPO billing model, this means a percentage remuneration, which is based on the individual offer in the advertiser contract, on the net value of the order that was placed via 4Hooves. The basis for billing for the CPO and CPC models is the tracking provided by 4Hooves. The fixed price model is primarily, but not exclusively, intended for traders of capital goods or services. A monthly fee is charged for placing a product portfolio on the 4Hooves websites. The amount of the monthly fixed price can be found in the individual offer of the advertiser contract. Changes in tariffs will be announced at least one month in advance, with the Advertiser having the right to terminate the Advertiser Agreement on the basis of these General Terms and Conditions.

b. To determine compensation for a CPC model, 4Hooves measures the number of clicks, the number and amount of orders in ClickMeter, its own system or via Google Analytics. If the advertiser would like to view these statistics, he or she can request them. With a CPO model (direct cooperation without an affiliate network), the advertiser is obliged to install a tracking pixel. The billing is created by 4Hooves on this basis of the net order values. The advertiser can inform 4Hooves at any time about partial or complete returns. The difference will be refunded via credit or offset against the next invoice. If the integration takes place via an affiliate network, the parties agree on this calculation basis.

c. 4Hooves is able to correct earned clicks should measurements show unforeseen deviations.

d. 4Hooves is responsible for integrating the product data feed. 4Hooves is entitled not to place a product feed, or not to place it in full, if it does not meet the requirements set out in the advertiser contract, in these general terms and conditions and in any additional conditions agreed upon.

e. 4Hooves may choose not to use all products from the supplied product feed.

§3 Invoicing and payment

a. 4Hooves uses the following payment method: With CPC compensation, 4Hooves invoices the advertiser a click budget at the beginning of the contract term. Unless otherwise agreed, the minimum budget amount is € 150. For CPO remuneration or fixed price billing (fixed price model or special placement), the calculation takes place after the end of the respective month.

b. 4Hooves will send an invoice for the budget increase if the budget is less than or exactly €50. The advertiser pays for the budget increase within 14 days. This regulation only applies to click-price-based billing. In the case of a CPO billing, an invoice based on the agreed commissions will be created by 4Hooves after the end of the month (evaluation tracking). Special placements will be included in the monthly invoice (in the month of booking).

c. Unless otherwise agreed, the invoice will be sent to the advertiser by email.

d. 4Hooves' invoices must be paid within 7 working days of receipt, by transfer to the bank details provided by 4Hooves or via PayPal ( Payments are made in the agreed currency and no exemptions or discounts are granted unless this has been explicitly determined in a final and binding court decision or the advertiser is entitled to do so. 4Hooves has the right at any time to send (partial) invoices for work or services provided by 4Hooves.

e. If the advertiser defaults on payment, all of its payment obligations arising from the advertiser contract become due immediately, regardless of whether 4Hooves has already sent the relevant invoices.

f. If the advertiser defaults on payment, he will receive a reminder. This reminder will incur additional costs of €10 per invoice, and the penalty fee per invoice will then increase to a further €50 in the event of a notice of default.

G. If the advertiser has not paid the invoice amount, including reminder fees, after the payment deadline has expired, a debt collection agency will be contacted. 4Hooves communicates this together with the notice of default. All related costs must be borne by the advertiser.

H. Regardless of the Advertiser's instructions, payments made by the Advertiser or payments made on its account first serve to settle collection costs, court fees and outstanding reminder fees and only then - in chronological order - to repay outstanding amounts.

i. If the Advertiser has not objected in writing to an invoice from 4Hooves within 3 days of the invoice date, the Advertiser accepts, approves and pays the amount stated in the invoice in full.

j. While the advertiser has not (yet) fulfilled all of its (payment) obligations to 4Hooves, 4Hooves has the right at any time to take the product feed offline until the transaction has taken place.

§4 Confidentiality and data protection

a. The Advertiser and 4Hooves consider as confidential all information that has been designated as confidential, as well as any information that has not been designated as confidential but which is obvious to be confidential information, regardless of whether this information in written, electronic form; visual or verbal form. The confidential information provided will be treated with care and third parties will not have access to this information.

b. Neither party will disclose any confidential information without the prior written consent of the other party.

c. Both parties will use reasonable means to guarantee this confidentiality to employees, agencies, assistants or third parties.

d. The above confidentiality obligations do not apply if:

(i) a party is required to disclose it due to legal obligations or an official order from a public authority;
(ii) The information is generally known at the time of disclosure;
(iii) Such party was already in possession of such information at the time of disclosure by the other party or had independently developed such information without using the information provided to it.

e. 4Hooves stores the dealer's data that is necessary for billing and support (name, address, email address, telephone number, contract scope, offers, contracts) in a CMS system which is subject to the principles of the GDPR. Furthermore, the product data transmitted by the dealer is stored in the 4Hooves shop system and made available to the end customer for sales via the online shop.

§5 Liability

a. 4Hooves is not responsible for any direct or indirect damages, including but not limited to consequential damages, stagnation damages, delay damages, lost orders, lost profits and processing costs of the Advertiser and/or third parties in connection with or arising from the Advertiser Agreement, unless 4Hooves caused this damage intentionally, through gross negligence or intentional misconduct.

b. 4Hooves is not responsible for direct or indirect damages arising from transactions and contracts between the advertiser and its contractors.

c. 4Hooves' liability does not extend beyond the re-delivery of the services agreed with the Advertiser and the maximum compensation does not exceed the value of the invoice amount of the services referred to in Articles 2 and 3 of these General Terms and Conditions. The fee must depend on the extent to which a failure of 4Hooves could be determined. Minor deviations do not give rise to any right to compensation.

d. Even in the event that 4Hooves produces or assists in producing the product feeds, these are not 4Hooves' responsibility as the advertiser's website is used to produce the product feed.

e. The advertiser is responsible for keeping its own product feed up to date. 4Hooves makes every effort to update the product feed within 3 working days. To the extent that 4Hooves provides services relating to the placement of product feeds provided by the Advertiser, the Advertiser assumes all responsibility for the content of the product feed and/or the content of the (mobile) websites or other media which the product feed refers to. The Advertiser warrants that the Product Feed complies with all applicable laws and regulations, including the Advertising Act and the Gambling Act, as well as the rights of third parties. 4Hooves cannot assume any responsibility for the data provided.

f. Advertiser also warrants that the Product Feed is free of viruses or similar software malware, whether with or without Advertiser's knowledge, which may adversely affect 4Hooves' service operations, the Internet or third party computers and/or software. The Advertiser will hold 4Hooves harmless from any claims relating to the Product Feeds and/or (mobile) websites or media to which the Product Feed refers.

§6 The placement of the product data feed

a. The advertiser always has the right to request a new update of the product feed. 4Hooves will comply with this request within three working days.

b. 4Hooves may only use the advertiser's product feed as specified in the advertiser contract

Place agreed domains. c. 4Hooves reserves the right to reject the supplied CSV feed or to request the deletion of a posted link (with accompanying text and images) at any time on its own behalf or on behalf of advertisers. The advertiser must comply with this request within 24 hours.

d. In particular, 4Hooves assumes no warranty with regard to the placement, ranking and visibility of the advertiser product feeds and the advertiser content on the site or one of its subdomains. 4Hooves reserves the right to determine whether and where the Advertiser Product Feeds and Advertiser Content will be displayed in relation to entered search queries and does not guarantee specific placement.

e. 4Hooves reserves the right to delete advertiser product feeds and/or advertiser content at any time without giving reasons. 4Hooves also reserves the right to stop promoting the Advertiser product feed and Advertiser Content at any time without giving reasons and at its own discretion.

§7 Additional options

The advertiser can supply 4Hooves products for the monthly promotions or choose other types of advertising and special placements via the 4Hooves GmbH channels; All advertising opportunities and other services provided by 4Hooves are subject to a fee. The scope and costs for these additional advertising measures and services, such as advice or product photography, can be found in the current media kit and service catalog. This point is not part of this contract and must be agreed separately.

§8 Communication

a. 4Hooves offers the advertiser the email address, where they can ask questions and make comments regarding the use of the advertising network. 4Hooves endeavors to respond as quickly and carefully as possible.

b. 4Hooves offers the advertiser the email address, where they can ask technical questions and make comments. 4Hooves endeavors to respond as quickly and carefully as possible.

c. The advertiser is obliged to share all information relating to his advertising materials or the product feed with 4Hooves.

§9 Definition of a click & creation of an order via 4Hooves

a. 4Hooves measures every redirect to the advertiser's website via the offered product feed. This happens when a visitor leaves a 4Hooves domain via a link to one of the advertiser's domains.

b. All clicks made by 'bots' such as Google are recorded by 4Hooves and are not billed to the advertiser. This agreement applies to CPC billing only.

c. If a visitor clicks on the same product more than once within a minute, only one click is counted. This agreement applies to CPC billing only.

d. If a visitor clicks on the advertiser's website within the cookie period, the purchase will be credited to 4Hooves and commissioned after the return period has expired.

§10 Non-exclusivity

a. 4Hooves does not expect exclusivity (unless in connection with special advertising opportunities or agreed in the advertiser contract). The advertiser is free to conclude related contracts with third parties.

§11 Intellectual property

a. 4Hooves always owns the intellectual property rights to the software, content, concepts, strategies, data, systems and templates manufactured and/or developed by 4Hooves.

b. After consultation with the advertiser, 4Hooves may use the images on the advertiser's website to provide additional advertising for the advertiser. The dealer declares with his signature that he owns all rights to the media and that these may be used by third parties (4Hooves) for advertising purposes for the dealer's products. The dealer also guarantees that no third party rights are violated.

§12 Data protection and cookies

a. 4Hooves offers its services in accordance with the conditions for data protection and cookies and processes the advertiser's data in accordance with them. The Advertiser hereby authorizes 4Hooves to process the Advertiser's personal data in accordance with the Privacy and Cookies Policy.

b. Data collected, received or otherwise processed always remains the property of 4Hooves, which is part of the Advertiser Agreement, unless 4Hooves and the Advertiser have negotiated different written agreements regarding use, processing or other activities relating to the data.

c. If the Advertiser adds a cookie or other technology via pixels to the material that 4Hooves places on one or more of its websites, the Advertiser will provide 4Hooves with a precise description of what it has added. This description includes at least the purpose of the technology added, the information collected, viewed or measured, and the technology used.

§13 Applicable law

a. German law applies to the contract between 4Hooves and the advertiser.

§14 Disputes

a. All disputes arising from contracts between 4Hooves and the Advertiser will be heard in the courts in Munich, Germany.