GENERAL TERMS AND CONDITIONS (GTC)

Status: 08/2023

1.1 Registration procedure for an account on OUTTRA.com
When registering for an account on OUTTRA.com, all data provided by you must be truthful and complete. OUTTRA reserves the right to verify and/or confirm the information provided during the registration process. For existing OUTTRA merchants, a designated account representative will approve any further requests regarding account access. The responsibility of this account officer may be changed at any time, either by yourself or upon request through OUTTRA.
You will receive communications from OUTTRA via email regarding your business, the brands you manage, and relevant news about OUTTRA's services. You may unsubscribe from these communications at any time. Updates related to OUTTRA services. You may unsubscribe at any time.

1.2 Password
You are solely responsible for maintaining the confidentiality of your password. You are liable for any access to the website made with your access data, unless it was caused by technical problems or by actions of OUTTRA personnel (e.g. a security breach by a third party into OUTTRA's system). If you become aware of any unauthorized use of your OUTTRA.com account, you must notify OUTTRA immediately. You are aware that OUTTRA has no insight into your password. However, OUTTRA will provide you with functions to lock or change your password and will assist you in doing so if necessary.

1.3 Your inventory feed
The inventory information you provide will be displayed to customers through our service on participating brands' websites, OUTTRA.co.uk and, if you wish, on your own website and social networks. OUTTRA places the highest value on the privacy of your company inventory information. Unless otherwise stated in this document, we will not use or share your warehouse information under any circumstances.
Stock information is stored in a secure database by us, and old stock information is securely removed once a new stock file is uploaded. If you indicate that an item number (UPC) has an available quantity greater than "1", that product will be displayed as "available" to a customer on a participating brand's website, our website, and optionally on your website or social media, depending on your individual settings. If there are only two or fewer units of this item left, you can set a custom notification to indicate that there is only a limited quantity available.
OUTTRA will not share or sell stock data with brands, distributors or other third parties unless you give your express written consent or there is a supplemental document to this agreement signed by both parties. You have control over the provision of your stock feed and may stop the submission of a feed at any time. You may also request that OUTTRA remove your warehouse data from our system at any time. There is no charge for submitting warehouse files to OUTTRA.

OUTTRA may only use your warehouse information for the purposes defined in this agreement. OUTTRA assumes liability for any use of your warehouse information that is not in accordance with this agreement.

1.4 Support
OUTTRA provides general and technical support to retailers via email from Monday to Friday, 9am-5pm CET. For German support please send an email to support-de@outtra.com, for English to support-de@outtra.com, for French to support-fr@outtra.com and for Italian to support-it@outtra.com.

1.5 Product content
OUTTRA cooperates with brand partners to keep product information up to date and always strives to present this data as accurate and up-to-date as possible. Brands provide continuous updates of their product catalogs and set a fixed price per product. However, we do not guarantee the accuracy of the information, materials or content provided by us or our brand partners. If you notice an error with a product, please let us know by emailing support-de@outtra.com. In the rare case that a product is mislabeled by OUTTRA, we cannot provide financial compensation. In such cases, we ask that you communicate directly with the customer and inform OUTTRA of the discrepancy immediately.
We reserve the right to add, modify or remove any content or information on the Website at any time, including but not limited to information, materials, services and functionality. However, we are not permitted to change or modify any content provided by you without your prior written consent. Any new features and services added by us are subject to the terms of this Agreement.
Content provided through OUTTRA, such as product data, images, videos, is exclusive to the OUTTRA account approved by the Brands and may not be shared, whether for a fee or free of charge.

1.6 Reservation
OUTTRA's reservation feature facilitates reservations for pickup in your store. You may activate this service at any time in one or more of your stores. In doing so, you agree to handle all customer requests to the best of your ability, in a timely and professional manner. This means that you should respond to customer inquiries as soon as possible, but no later than within four hours during business hours. Reminder messages will be sent every thirty minutes during business hours to assist you in responding in a timely manner.
OUTTRA reserves the right to update or change our service expectations in writing at any time. Repeated failure to meet our customer satisfaction standards may result in termination of a retailer's participation in the Service.
By using OUTTRA's reservation feature, you agree to share a customer's name with the applicable brand partner for orders received through their website. The reservation feature is an optional service for which fees may apply. The exact conditions can be found in your OUTTRA.de account. However, there are also free options. You also agree not to use OUTTRA to export goods or services from your geographic market (e.g., Germany or the European Union) and to only allow pickup of goods from legally operated retail stores.

1.7 FAQ and Info Areas
OUTTRA offers its FAQ and info areas as a service for community members to get additional information about the technology. OUTTRA will not be liable for any improper use of your materials posted in our FAQ or Info Areas.

1.8 Third party websites
Our website may contain links to external websites ("External Sites"). These links do not constitute an endorsement by us of the External Sites or their content. OUTTRA shall not be liable for any problems or damages arising in connection with the use of External Sites or the content or materials provided on them. We are not obligated to pay any compensation to external sites.

1.9 Conduct in the community
As a member of the OUTTRA community, we ask that you treat other members respectfully. Under this Agreement, you agree to refrain from certain actions ("Misconduct") that may harm other Members, their use of the Site, or the integrity of the Site itself.
Such misconduct includes, but is not limited to: (1) Uploading Content (as defined in Section 2. 1) for which you do not own the necessary copyrights, or Content that is obscene, pornographic, offensive, defamatory or unlawful; (2) intentionally or knowingly uploading viruses, tracking software, links or files that could interfere with the operation of the Website or any computer accessing it; (3) intentionally damaging the Website or its functionality or compromising the security of the Website and its networks; (4) using a false identity in registration or for any other purpose; (5) violating the rights of or harassing other Members; (6) accessing the accounts or data of other Members without authorization.

2. CONTENT TERMS

2.1 Contents of OUTTRA.com
The Website may contain photographs, illustrations, audio recordings, video recordings, data and information provided or made available by OUTTRA, its brands, Members, etc. ('Content'). This Content is protected by copyright, trademark or other rights of OUTTRA and/or other parties (including Participating Members). With respect to Content that you provide or make available for display on the Website ('Your Content'), you must have all necessary rights and/or permissions. All rights in any Content shall remain with the Member posting such Content to the Website (such Member being referred to as a 'Contributor'). For clarification: Your Inventory Files are not considered Your Content for purposes of "uploading" to the Website, and such files may not be used on the Website except as otherwise provided in Section I(iii).

2.2 Posting of Content on OUTTRA.com
You hereby grant OUTTRA.com a non-exclusive right to use Content on the Website in accordance with these Terms. As a Community Member, you may post Content to the Website by going through the appropriate process on the Website.

2.3 Publicly Available Content
Retailers may submit Content from our back-end interface to the public areas of the Website and to the tools operated by OUTTRA on Brand Sites. Content displayed in the public areas of the Website (hereinafter referred to as 'Publicly Accessible Content') is visible to all. OUTTRA shall not be liable for any failure of a Member to obtain such permission or for any corresponding breach of security with respect to Publicly Accessible Content. If you are authorized to post content, you agree to post only content for which you own or control the intellectual property rights, copyrights and trademarks. OUTTRA shall have no liability for any Content posted without such rights or control.

2.4 Representations and warranties of the contributor
OUTTRA does not permit Content to be posted in public areas of the Website that infringes any trademark or copyright (collectively, 'IP Rights'). By posting your Content to OUTTRA, you represent that you either own or have permission to own the IP Rights to all of your Content and that you take sole responsibility for all of your Content, whether privately or publicly, uploaded by you. You warrant that, to the best of your knowledge and belief, there are no viruses or harmful materials in your posted content that may affect the Website in any way. OUTTRA represents and warrants that it owns all necessary rights (including IP rights) in the Website and Services to provide the Website and Services and to perform its obligations under this Agreement and that the Website does not contain any viruses or harmful materials that may affect Your Content.
In addition to the foregoing representations and warranties, the Contributor represents and warrants that: (a) any data, including data transfers, will be in accordance with the relevant provisions of applicable data protection law; (b) it has all necessary consents and notifications to enable lawful data transfers to OUTTRA for the duration and purposes set forth in this Agreement; (c) it will maintain records and record the basis for cross-border data transfers for documentation purposes; and (d) it will promptly notify OUTTRA of any requirement under applicable law that would require OUTTRA to process data other than as set forth in this Agreement.

2.5 Review of Content
OUTTRA will not review all Content uploaded to the Website and assumes no responsibility for the Content. However, OUTTRA may, in its sole discretion, review, edit and/or remove Content; however, we may not modify your Content without your consent, but may remove it from the Website upon written notice to you. OUTTRA shall not be liable for any errors or omissions in any Content provided on the Website.

3. LEGAL TERMS

3.1 Applicable Law
This Agreement is governed by the laws of the Federal Republic of Germany. By accessing the Website and using our services, you accept the terms and conditions of this Agreement and agree to submit to the exclusive jurisdiction of the courts located at the Company's headquarters in Stuttgart, Germany, for any disputes that may arise from such access. If any part of these Terms is held invalid or unenforceable for any reason (including, but not limited to, the exclusions and limitations below), the invalid or unenforceable portion will be severed from these Terms and the remaining Terms will remain in full force and effect. A party's failure to insist upon strict performance of any provision of this Agreement or failure to exercise any right or provision of this Agreement shall not constitute a waiver of such provision or right. No amendment to this Agreement shall be valid unless in writing and signed by a duly authorized representative of both parties. All disputes arising out of or relating to this Agreement shall be submitted to arbitration.

3.2 Indemnification
You agree to defend, indemnify and hold harmless OUTTRA, its subsidiaries, affiliates, officers, licensors, employees, agents and independent contractors from and against any and all claims, damages, costs, liabilities, losses and expenses (including, without limitation, reasonable attorneys' fees) arising out of or related to any third party claim resulting from your unauthorized use of the Site or Services or your breach or alleged breach of this Agreement.

3.3 Exclusions and Limitations
To the maximum extent permitted by law, both parties agree:

- To exclude any representations and warranties regarding the Website and its information, materials or content that may be provided or made available by affiliates or third parties, including OUTTRA members. This includes inaccuracies or omissions on the Website, interruptions or delays in service, or quality of content or services.

- To exclude any liability of itself, its directors, officers, employees, shareholders, affiliates, licensors or agents for any damages that may result from the use of the Website. This includes, but is not limited to, direct loss, loss of business, information or profit opportunities (whether the loss of such profits was foreseeable, occurred in the ordinary course of business, or you informed OUTTRA of the possibility of such potential loss), damage to your computer hardware and software, the data thereon, or other direct or indirect, consequential and incidental damages.

4. TERMINATION OF MEMBERSHIP
You have the right to terminate your membership at any time. Upon such termination, OUTTRA will stop all current billing and deactivate your login information and account. Depending on your preference, OUTTRA will either return or permanently delete your content and/or inventory files. OUTTRA also reserves the right to terminate your membership for any reason, including, but not limited to, breach of this Agreement, upon prior notice. Termination of your membership will not affect OUTTRA's rights or obligations under this Agreement. Provisions of this Agreement that are intended to continue in effect after its termination will do so, including, but not limited to, indemnification obligations.

Public
With your written consent, OUTTRA may use your name or logo in advertising, written sales promotions, press releases and other public communications related to this Agreement.

Entire Agreement
This Agreement constitutes the complete and exclusive understanding between the parties with respect to the subject matter hereof. Any prior understandings, promises, representations and agreements with respect to such subject matter are superseded by and incorporated into this Agreement.