Xpeer GmbH – Terms and Conditions for the Online Shop Experience Exchange Network

Xpeer operates a secure online platform designed exclusively for online shops and related commercial entities (each, a "User" or collectively, "Users") to exchange experiences, reports, and information regarding customer interactions—including but not limited to issues of returns, fraud attempts, and other incidents ("Customer Experiences"). These Terms, together with any additional policies referenced herein or posted on the Network, govern your access to and use of the Network. By using the Network, you represent that you are duly authorized to act on behalf of your Company and that your Company is legally permitted to participate in this exchange of information.

For purposes of these Terms, the following definitions apply:

Xpeer provides a digital forum where online shops and related businesses may voluntarily submit and access Customer Experiences. The Network is intended to serve as an information-sharing tool to help Users learn from one another's experiences in managing customer-related risks. Notwithstanding any representations or statements on the Network, Xpeer does not verify, endorse, or guarantee the accuracy, completeness, or reliability of any Submission. All information is provided on an 'as is' basis without warranties of any kind. Users are solely responsible for independently verifying the information received before relying on it in any commercial or operational decision-making process.

(a) Eligibility. Participation in the Network is strictly limited to legal entities and their duly authorized representatives that operate online shops or provide related commercial services. By registering, you confirm that you are at least 18 years old and that you have the authority to bind your Company to these Terms. (b) Registration Process. In order to access the full functionality of the Network, you must complete the registration process by providing accurate, current, and complete information, including your name, business contact information, and any other data required by Xpeer. You agree to update your registration information promptly to reflect any changes. (c) Account Security. You are responsible for maintaining the confidentiality of your login credentials. All activity conducted through your account will be deemed to be performed by you. Xpeer shall not be liable for any loss arising from unauthorized access to your account if you fail to comply with these security obligations.

(a) Lawful Use. You agree to use the Network only for lawful purposes and in compliance with all applicable laws and regulations, including data protection and privacy laws. (b) Accuracy and Veracity. You warrant that any Submission or information provided via the Network is accurate to the best of your knowledge. You further acknowledge that inaccuracies, misrepresentations, or the inclusion of false or misleading statements may harm other Users and your Company may be held liable for such actions. (c) Prohibited Conduct. You shall not: (i) Submit any content that is defamatory, libelous, or intended to harm the reputation of any person or entity; (ii) Upload or disseminate any information that violates the privacy rights or intellectual property rights of any third party; (iii) Post any Submission that includes personally identifiable information (PII) about individuals, unless such disclosure complies with applicable law and you have secured all necessary consents; (iv) Engage in any form of harassment, hate speech, or other conduct that is unlawful or offensive; (v) Use automated means to collect data from the Network or interfere with the Network's operation; and (vi) Use the Network for any commercial solicitation outside the intended scope of exchanging Customer Experiences. (d) Compliance with Policies. You agree to adhere to any additional guidelines, policies, or instructions that Xpeer may publish from time to time on the Network.

(a) User Responsibility. All Submissions are made solely by the User who provides them. Xpeer is not responsible for the content of any Submission and expressly disclaims any obligation to verify or monitor such information. (b) Grant of License. By submitting any content to the Network, you grant Xpeer a worldwide, non-exclusive, irrevocable, royalty-free license to use, reproduce, display, distribute, modify, and store such content for the purposes of operating and promoting the Network. (c) Ownership. You retain ownership of any intellectual property rights that you hold in your Submission. Notwithstanding the foregoing, you grant Xpeer the rights necessary to facilitate the operation of the Network. (d) Third-Party Claims. You acknowledge that any disputes arising from the accuracy or use of a Submission are solely between the parties involved. Xpeer will have no liability or obligation to resolve any disputes relating to the content of Submissions.

(a) Confidential Information. Users may submit information that is considered confidential or commercially sensitive. You agree to mark such information as "confidential" when submitting and to clearly indicate any restrictions on its use. (b) Data Protection. Each User is responsible for complying with applicable data protection laws when submitting or accessing Customer Experiences that contain personal or sensitive data. Xpeer will implement reasonable technical and organizational measures to protect data submitted via the Network; however, Xpeer is not liable for any unauthorized access or disclosure of data beyond its reasonable control. (c) Use Limitations. You agree that any confidential or sensitive information accessed via the Network will be used solely for internal risk assessment and operational improvement purposes and will not be disseminated to third parties without appropriate authorization.

(a) Ownership. Xpeer owns all rights, title, and interest in and to the Network, including all underlying software, design, and other proprietary elements. (b) User Content. As between you and other Users, you retain any intellectual property rights in your Submissions. However, by using the Network, you grant Xpeer a non-exclusive license to use your Submissions as necessary to operate, promote, and improve the Network. (c) Restrictions. You may not reproduce, republish, distribute, or create derivative works from any content obtained via the Network without the prior written consent of Xpeer or the respective rights holder.

(a) Disclaimer of Warranties. THE NETWORK IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Xpeer EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Xpeer OR THROUGH THE NETWORK SHALL CREATE ANY WARRANTY. (b) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Xpeer'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE NETWORK SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESS TO THE NETWORK IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL Xpeer BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (c) No Endorsement. Xpeer DOES NOT ENDORSE, GUARANTEE, OR ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY Customer Experiences OR OTHER SUBMISSIONS MADE AVAILABLE ON THE NETWORK. YOU ACKNOWLEDGE THAT ANY RELIANCE ON SUCH INFORMATION IS AT YOUR SOLE RISK.

You agree to defend, indemnify, and hold harmless Xpeer, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees and expenses) arising out of or in any way connected with: (i) your breach of these Terms or any applicable policies; (ii) your use of or access to the Network; or (iii) any Submission you provide, including without limitation any claims arising from alleged inaccuracies, defamation, or violations of any third-party rights. This indemnification obligation shall survive the termination of these Terms.

(a) Modification. Xpeer reserves the right to modify, update, or amend these Terms at any time in its sole discretion. Notice of material changes will be provided by posting the revised Terms on the Network or by other reasonable means. Your continued use of the Network after such changes constitutes your acceptance of the modified Terms. (b) Termination. Xpeer may suspend or terminate your access to the Network immediately and without notice if you breach any provision of these Terms or if we reasonably determine that your conduct poses a risk to the security or integrity of the Network or its Users. Upon termination, all rights granted to you under these Terms will cease immediately, and you must discontinue all use of the Network.

(a) Governing Law. These Terms and any disputes arising out of or related to them shall be governed exclusively by the laws of Switzerland, without regard to its conflict of laws principles. (b) Dispute Resolution. Any disputes arising from or related to these Terms or your use of the Network shall be resolved exclusively in the competent courts located in Zurich, Switzerland. By using the Network, you hereby consent to the personal jurisdiction of such courts and waive any objection based on venue or forum non conveniens. (c) Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS.

(a) Entire Agreement. These Terms constitute the entire agreement between you and Xpeer regarding your use of the Network and supersede all prior or contemporaneous communications, whether electronic, oral, or written. (b) Severability. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. (c) Waiver. No waiver of any breach or default under these Terms shall be deemed a waiver of any subsequent breach or default. (d) Assignment. You may not assign or transfer these Terms, in whole or in part, without Xpeer's prior written consent. Xpeer may assign these Terms without your consent in connection with a merger, acquisition, or sale of substantially all of its assets.