Law

1.1 These General Terms and Conditions (the “Acceptance Terms“) govern the legal relationship between Compay GmbH, Mettmanner Straße 25 / 13, 40699 Erkrath, Germany (“Compay” or “Issuing Office“) and the contractual partner with regard to participation in the KM$ system, in particular with regard to the acceptance of KM$ by the contractual partner and the re-exchange of KM$ by Compay (“KM$ Acceptance Agreement“).

1.2 Compay cooperates as an issuing point/agent for KM$ with Ideawise Limited, Room 604, Alliance Building, 133 Connaught Road, Central Hong Kong, HK, (“Ideawise” or “Operator“). Ideawise operates the internet portal Kaufmich.com (the “portal“) and wishes to provide a voucher system to users of the portal (the “users“) in cooperation with Compay (“KM$ System“). The KM$ system offers the users of the portal the opportunity to use additional functions of the portal by purchasing virtual tokens with a voucher function (“Kaufmich Dollars” or “KM$“) and to exchange products or services from a very limited range of products and services with a communicative erotic character (“Limited KM$ product spectrum“) via the portal.

1.3 KM$ or the procedure associated with their use is a payment instrument within the meaning of § 2 (1) no. 10 lit. b) ZAG (“Payment Services Oversight Act”) which can only be used for the purchase of a very limited range of goods or services.

KM$ can only be purchased from Compay and are managed there as credit assigned to the respective User (the “KM$ credit balance“). The KM$ can be redeemed by users exclusively with other users who have registered on the portal as service providers and offer their own services on the platform (“Service Providers“), provided that they also participate in the KM$ system, or with Ideawise. (Service Providers and Ideawise together the “Acceptance Points“).

Clarification is made of the fact that that the KM$ are not electronic money within the meaning of the ZAG (“Payment Services Oversight Act”) and that Compay does not provide any payment services within the meaning of the ZAG.

1.4 The contractual partner is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) and is registered as a service provider on the portal. Acting in this capacity, it wishes to participate in the KM$ system as an acceptance point. As a registered service provider, the contractual partner has already concluded a contract with Ideawise on the use of the portal (“Portal’s General Terms and Conditions“) and, in parallel with this contract, also concludes a usage contract with Ideawise subject to the General Terms and Conditions for the use of the KM Dollars (“KM$ Usage Contract“).

Unless otherwise specified in these terms and conditions, the definitions set forth in the KM$ usage agreement shall apply.

3.1 The subject matter of this agreement is the acceptance of KM$ by the contracting party (the “Accepting Party“) as consideration for the provision of services from the limited KM$ product range (hereinafter the “Acceptance Services“).

3.2 This agreement establishes exclusively legal relationships between Compay and the accepting party (Compay and the acceptance party each also the “party” and jointly the “parties“).

3.3 This agreement does not create exclusive obligations for any of the parties. The parties are each entitled to enter into the same or similar agreements as this agreement with third parties.

4.1 Only the German language is available for the conclusion of the contract.

4.2 The accepting party requests the conclusion of the acceptance contract with Compay via an online form provided by Ideawise. The following steps lead to the conclusion of the contract:

4.2(a) the acceptance party receives a link to the online routing form from Ideawise;

4.2(b) the acceptance party goes through the online form and enters all required data (e.g. company name, company address, commercial register number, VAT ID, legal representatives, etc.);

4.2(c) the acceptance party has the option of checking and correcting all data in an intermediate step before submission;

4.2(d) the acceptance contract is displayed to the acceptance party and can then be downloaded. After reviewing the acceptance agreement, the acceptance party clicks the checkbox to confirm the request;

4.2(e) the offer is forwarded to Compay by Ideawise.

Upon receipt of the offer, an automatic confirmation is sent electronically to the acceptance party. The confirmation does not yet constitute acceptance of the contract.

The acceptance of the acceptance agreement by Compay will follow after a successful identification and verification of the acceptance point by a corresponding declaration of acceptance by Compay. The declaration of acceptance will be communicated to the point of acceptance via Ideawise as the declaration messenger of Compay.

4.3 The particular contract texts are stored after the conclusion of the contract and are accessible to the point of acceptance via the portal.

Compay reserves the right to temporarily restrict the availability of the KM$ system in whole or partly to a common and reasonable extent insofar as a restriction in this sense is necessary for important reasons – including, but not limited to, necessary maintenance work, necessary adjustments, changes and additions to the software applications underlying the KM$ system, measures to detect and remedy malfunctions as well as restrictions due to an actual risk of misuse. Such interruptions and limitations of the availability of the KM$ system shall be deemed compliant with the contract.

No remuneration for the services provided under this agreement is agreed between the Parties. Notwithstanding the foregoing, in accordance with the contractual provisions between the acceptance party and Ideawise, the acceptance party may be charged a fee by Ideawise to under certain circumstances, in particular in form of a portal fee in connection to the conclusion of a Customer – Service Provider transaction.

7.1 The acceptance party is obligated to accept the KM$ credit issued by Compay and stored for the particular customer exclusively for the purchase of services from the limited KM$ product range offered via the portal, provided that the acceptance party has received a positive authorization response to the authorization request transmitted to Compay.

7.2 The KM$ accepted to be redeemed by the point of acceptance in accordance with Clause 7.1 will initially be booked – if applicable after deduction of a portal fee in accordance with the KM$ usage agreement with Ideawise – to a KM$ credit account assigned to the point of acceptance.

7.3 The point of acceptance receives information via the portal about the current balance of his / her KM$ credit account.

7.4 The point of acceptance may either redeem the KM$ credit balance booked to its KM$ credit account with Ideawise in accordance with Clause 8 et seq. or have it exchanged back into euros in accordance with Clause 9.

7.5 The point of acceptance is not entitled to assign claims against Compay to third parties without the prior written consent of Compay.

7.6 Any complaints and claims of a customer relating to services provided by the accepting party in the underlying transaction will be settled by the acceptance party directly with the customer.

8.1 (Re)Redemption of KM$ towards Ideawise.

8.1(a) The KM$ balance may be redeemed by the accepting party towards Ideawise during the term of the agreement from the posted balance on his/her allocated KM$ credit account for the purchase of certain features on the portal within the limited KM$ product range.

8.1(b) KM$ redeemed by the accepting party will be offset against any balance in the applicable KM$ credit account. The KM$ credit account can be used for internal clearing purposes only and is not a payment account.

8.1(c) Before redeeming the KM$ for the first time, the accepting party must select a personal identification number (“PIN“) via the portal, which will be needed for the subsequent use of the KM$.

8.1(d) The redemption of KM$ requires that

(1) the total payment volume of an accepting party in a calendar month does not exceed EUR 250.00. Compay reserves the right to set further minimum and/or maximum payment amount or to adjust the existing maximum amount;

(2) the point of acceptance is in possession and uses a valid PIN;

(3) the accepting party complies with the KM$ acceptance agreement and the KM$ usage agreement.

8.1(e) The redemption of KM$ is not possible in cases

(1) when it is intended as consideration for sexual services. “Sexual services” is to be understood as defined in the Prostituiertenschutzgesetz (Prostitute Protection Act). According to it, a sexual service is a sexual act by a person performed on or in front of at least one person who is directly present for a consideration or allowing of a sexual act to be performed on or in front of another person for a consideration;

(2) of transmissions to other users who are not registered service providers;

(3) of unlawful or improper purposes.

8.1(f) Compay reserves the right to change the permitted or excluded uses of KM$ at any time. Compay or Ideawise will notify the accepting party of any changes.

8.2 Authorization of KM$ redemption

The accepting party gives his/her consent (“authorization“) to the redemption in accordance with Section 6 by enabling the redemption of KM$ by entering the associated PIN. After authorization, the acceptance point can no longer revoke the KM$ redemption. The authorization also includes the explicit consent that Compay can process, transmit and store accepting point’s personal data necessary for the execution of the redemption.

8.3 Rejection of KM$ Redemption
Compay is entitled to reject the KM$ redemption if

8.3(a) the person accepting the KM$ has not legitimized himself with the applicable PIN;

8.3(b) there is suspicion of unauthorized or fraudulent use of the KM$ balance, or

8.3(c) the KM$ balance is blocked.

8.4 Diligence and cooperation duties of the accepting party

8.4(a) The accepting party must ensure that no other person gains access to the PIN. For this purpose, the accepting point must observe the following in particular: The PIN must

(1) not be communicated orally (e.g. by telephone or in person);

(2) not be disclosed in text form (e.g., by e-mail or messenger service) outside of payment transactions;

(3) not be stored electronically in an unsecured manner (e.g., storing the PIN in plain text in the mobile device).

8.4(b) The transaction information displayed to the point of acceptance via the portal shall be checked and, in case of errors an immediate report has to be made to Compay’s customer relations team in accordance with Section 8.5.

8.4(c) The acceptance party shall not sell or transfer his/her KM$ balance to other persons (including family members) or allow any other person to use the KM$ balance.

8.5 Information and clarification obligations

If the accepting party becomes aware that his/her PIN has been lost, misused, or unauthorized knowledge of the PIN was gained by another person, the accepting party shall immediately notify Compay’s customer relations team (service@compay.de) to have the KM$ balance blocked.

8.6 No responsibility for Ideawise services

When redeeming KM$ towards Ideawise, the acceptance point enters into its own contracts with Ideawise for the services to be provided by Ideawise. In doing so, Ideawise does not act as a vicarious agent of Compay, nor does Compay act as a vicarious agent of Ideawise. Possible warranty and/or guarantee claims with regard to services of Ideawise, which the acceptance point acquires against redemption of KM$, are to be settled between the acceptance point and Ideawise to the exclusion of claims against Compay. Compay does not guarantee the willingness of Ideawise to conclude individual contracts or to provide a service.

8.7 Top-up of the KM$ balance

8.7(a) In order to be able to redeem KM$ as intended, the point of acceptance may acquire KM$ credit which will be credited to the clearing account allocated to it (“top-up“).

8.7(b) The required order to top-up the account is issued by the accepting party to Compay through the Portal. The acceptance party is not obliged to top-up the KM$ balance. Conversely, Compay is also not obliged to accept a top-up order.

8.7(c) The top-up is carried out by SEPA transfer or (if offered) by SEPA direct debit of an amount in Euro from an account of the acceptance party to an account held by Compay for this purpose and subsequent accounting transfer to the clearing account assigned to the respective party of acceptance. These accounts are accounts of Compay; the acceptance party has no power of disposition over these accounts. Amounts transferred are non-interest bearing. Compay reserves the right to expand or limit the payment methods available at any time.

8.7(d) The point of acceptance receives information about the current balance via the portal.

8.7(e) The transfer and provision of KM$ credits does not constitute a checking account function with regard to the clearing accounts to which the corresponding credits are booked. The KM$ credit balance allocated to the respective acceptance party shall serve exclusively for participation in the KM$ system and shall not bear interest.

8.7(f) Compay reserves the right to charge cancellation fees, fees for chargebacks, return debits and similar costs that may be incurred in the event of erroneous payment transactions or to deduct a corresponding KM$ amount from the KM$ credit balance of the relevant acceptance point.

8.7(g) Compay reserves the right to set minimum and/or maximum deposit amounts and/or total account balance or to adjust existing maximum amounts. The additional deposit shall not exceed EUR 250.00.

8.7(h) When issuing a top-up order, the acceptance party assures that all acquisition requirements pursuant to Section 8.8 are met in his/her person. If it subsequently transpires that the acquisition requirements were not met or if these requirements subsequently cease to apply, Compay may cancel the KM$ credit.

8.8 Prerequisites for the acquisition of KM$

8.8(a) The purchase of KM$ by the acceptance party requires that the acceptance point:

(1) has previously registered on the portal and has validly agreed to the portal’s General Terms and Conditions;

(2) insofar as it is a natural person,

(i) has reached the age of 18;

(ii) has the main residence in the European Economic Area;

(3) is not on a sanctions list of the United Nations, the European Union, HM Treasury (UK) and/or OFAC/SDN (USA);

(4) is not evidently involved in political or religious extremism;

(5) is not involved in the production or trade of weapons, nuclear energy, hunting poaching or the illegal killing of strictly protected species, the production or trade of or other service offerings including the offering of consumer products related to marijuana/cannabis (esp. THC), security and defence activities and services (incl. asset protection services, event protection and personal security), the production or trafficking of non-medical drugs and illegal substances, (online) gambling, unlicensed or unauthorized financial and investment services, including offering virtual currency platforms and wallet offerings without a license and/or unlicensed payment services through third parties;

(collectively, the “acquisition requirements“).

Compay may expressly impose additional acquisition requirements or allow exceptions for future contracting or top-up orders.

8.8(b) Compay reserves the right to request the necessary evidence from the acceptance point at any time in order to verify compliance with the acquisition requirements.

8.9 No interest

No interest is paid on the KM$ balance.

9.1 The acceptance party may request the existing and available KM$ credit to be paid by Compay via the portal. The payout shall be carried out exclusively by payment of the corresponding amount in Euro to an account of the acceptance party at a CRR credit institution within the meaning of Section 1 (3d) of the German Banking Act (Kreditwesengesetz – KWG); a payout through a payment to an account which manages electronic money is excluded.

9.2 For the purpose of calculating the euro amount to be paid out, one KM$ shall be equivalent to one euro.

9.3 The minimum amount for the payout of KM$ is 100 KM$.

10.1 The received or topped up KM$ can be redeemed and paid out within three years from the date of their receipt or topping up (“KM$ Duration“). When KM$ are used, the first KM$ received or topped up will also be used and charged first.

10.2 KM$ that are not used within the KM$ Dduration mentioned above will expire. Expired KM$ can no longer be used and will be deleted without replacement.

11.1 Compay is entitled to block the use of the KM$ credit with immediate effect if

11.1(a) factual reasons in connection with the security of the KM$ credit exist;

11.1(b) there is suspicion of unauthorized or fraudulent use of the credit; and/or

11.1(c) the user has violated

(1) the community guidelines of the portal;

(2) the portal’s General Terms and Conditions;

(3) the KM$ Terms and Conditions; and/or

(4) this KM$ Issuance Agreement.

11.2 Depending on the reason for blocking, the blocking may be permanent or limited to a reasonable period of time. As long as and insofar as KM$ credit is blocked, there is no possibility to use the KM$ credit.

11.3 To the extent permitted by law, the acceptance party will inform the customer in advance, but no later than immediately after the blocking, of any blocking and the termination or interruption of the possibility of use, stating the reasons.

11.4 In the event of only temporary blocking of the KM$ credit, Compay will lift the block again if the reasons for the blocking are no longer given.

11.5 In the event of permanent blocking, the KM$ credit will be deleted without replacement.

12.1 Compay shall only be liable for damages caused to the acceptance point by Compay, a legal representative or vicarious agents of Compay for intent and gross negligence. Excluded from this limitation of liability are damages resulting from injury to life, body or health as well as the violation of cardinal obligations. Cardinal obligations include such obligations the breach of which would jeopardize the respective purpose of the contract and the fulfilment of which the acceptance point may therefore justifiably rely on.

12.2 The limitation of liability resulting from Clause 12.1 shall not apply if Compay has fraudulently concealed a defect or has assumed a guarantee for the quality of the performance. The same applies to claims under the Product Liability Act (“Produkthaftungsgesetz”).

13.1 The agreement is concluded for an indefinite period.

13.2 The acceptance party may terminate the entire business relationship at any time without observing a notice period. The acceptance party will inform the operator of the termination simultaneously time as the notice of termination.

13.3 Compay may terminate the entire business relationship or individual business relationships at any time with a notice period of two (2) months.

13.4 Compay is entitled to terminate the acceptance agreement without observing a notice period at the point in time at which the agreement ends in accordance with the customer’s KM$ General Terms and Conditions with Ideawise.

13.5 Termination for good cause shall remain unaffected for both contractual partners. Good cause shall be deemed to exist in particular if

13.5(a) a party ceases its business operations or is not (any longer) in possession of the licenses and permits required for the provision of its business operations and/or these have been withdrawn and/or prohibited for any reason; and/or

13.5(b) material adverse circumstances become known about a party which make it unreasonable for the other party to continue in the contract; and/or

13.5(c) a material deterioration of the financial situation of a party occurs or threatens to occur (for example also due to an (imminent) filing of an application for insolvency or composition proceedings, return of a debit note due to insufficient funds, negative credit report), its financial situation does not appear to be secure, or if at a later point in time it culpably fails to comply with its information obligations under this agreement; and/or

13.5(d) a competent supervisory authority objects to this contractual relationship; and/or

13.5(e) the acceptance point moves its place of business abroad; and/or

13.5(f) a party breaches its contractual obligations even after a warning has been issued and a reasonable period of time has elapsed for remedial action; however, a warning and/or the setting of a deadline shall be dispensable if special circumstances exist which, after weighing the interests of both parties, justify immediate termination; and/or

13.5(g) the cooperation agreement between Ideawise and Compay is terminated – for whatever reason; and/or

13.5(h) due to a change in applicable legal provisions or due to regulatory requirements, the agreement can no longer be performed in accordance with and in compliance with such provisions and requirements; and/or

13.5(i) the KM$ acceptance party does not have or no longer has a valid business license, if required, and other necessary permits to operate its business.

13.6 Any termination must be provided in text form (e.g. e-mail). The notice of termination has to be sent to Compay by e-mail to service@compay.de.

14.1 The present assignment of the issuing party to provide services in accordance with this agreement shall at the same time act as an expressed consent that Compay processes, transmits and stores the acceptance party’s personal data necessary for the provision of these services and the performance of this agreement.

14.2 Compay is entitled to disclose the name and address of the acceptance party to Ideawise as well as to the customers in case they assert the existence of claims of unfair enrichment against the acceptance party as KM$ recipient.

14.3 To the extent described above, the acceptance point also releases Compay from secrecy and confidentiality obligations.

Compay may be legally obligated to fulfil diligence obligations in accordance with the applicable anti-money laundering regulations and the identification of the acceptance party (Know Your Customer), which includes obtaining information from the acceptance point and, if applicable, its executive bodies and beneficial owners or affiliated companies. The acceptance point assures to provide such information without undue delay, to update it as necessary during the contractual relationship, in particular to notify of any changes, and to support Compay in any necessary way in fulfilling its obligations under the anti-money laundering and customer identification regulations in force from time to time. Under certain circumstances Compay may be obliged to report suspicious transactions to the authorities. If Compay complies with such a reporting obligation, this shall take precedence over any confidentiality obligations that may exist vis-à-vis the acceptance party on the basis of this contractual relationship. Suspicion of money laundering may lead to termination of the business relationship, e.g. by termination for good cause. Compay does not assume any liability for damages which may result from disclosures to authorities or a termination of the business relationship for this reason.

The parties each warrant that the services to be provided by them in form of acts or omissions under this agreement will comply with and be in conformity with the laws and other governmental regulations applicable to them.

17.1 Amendments and supplements to this agreement shall be made in text form. This also applies to the cancellation of the text form requirement itself.

17.2 Compay is entitled to amend these acceptance conditions to the extent that this is reasonable for the acceptance party and if justified interests of Compay justify this, in particular in order to

· comply with regulatory requirements;

· reflect changes and developments in the way Compay conducts its business;

· to reflect changes in market conditions or industry practice.

17.3 Compay will notify the acceptance party of the amended terms in the case of immaterial amendments fifteen (15) days prior to their entry into force, and in the case of material amendments (e.g. amendments imposing additional obligations on the acceptance party) four (4) weeks prior to their entry into force. Immaterial amendments to the terms and conditions shall be deemed accepted by the acceptance party if the acceptance party does not object to the amended terms and conditions prior to the date on which the amendments become effective. In this case, Compay will inform the acceptance party of the significance of his/her silence with the notification of the amendment. In the case of material changes, Compay will ask the acceptance point to agree to the changes.

18.1 Should one or more provisions of the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the parties’ intentions. The same shall apply in the event that agreements should contain a loophole.

18.2 Any general terms and conditions, terms and conditions of delivery, terms and conditions of use or other terms and conditions of the acceptance party shall not apply; this shall also apply if Compay has not expressly objected to their application unless a person equipped by Compay with the necessary power of representation has expressly accepted the application of these terms and conditions of the acceptance point in writing.

18.3 These terms and conditions of acceptance as well as the purchase of KM$ shall be governed exclusively by German law to the exclusion of the UN CISG (Convention on the International Sale of Goods) and the provisions of Private International Law.

18.4 The place of jurisdiction for all disputes arising from or in connection with this agreement shall be the registered office of the respective defendant; if another legal place of jurisdiction is open to the user, the customer shall choose the relevant place of jurisdiction.

18.5 In the case of consumers, this choice of law and the choice of the place of jurisdiction shall only apply to the extent that the protection granted by mandatory provisions of the law of the state of the consumer’s habitual residence is not withdrawn thereby (favourability principle).

18.6 In the case of consumers, this choice of law and the choice of place of jurisdiction shall only apply insofar as the protection afforded by mandatory provisions of the law of the state of the consumer’s habitual residence is not thereby withdrawn (principle of favorability).

The acceptance party has the following out-of-court dispute resolution options:

· The accepting party may address a complaint to Compay’s contact point. Compay will respond to complaints in an appropriate manner;

· The European Commission provides a platform for online dispute resolution, which can be accessed at http://ec.europa.eu/consumers/odr/. Compay does not participate in dispute resolution proceedings before a consumer arbitration board.