Shop Terms & Conditions

for Sellencer GmbH

1. Introduction

This Shop Terms and Conditions Agreement (“Agreement”) is entered into as soon as shop/you engage with Sellencer products by and between:

  • Sellencer GmbH, a company duly organized and existing under the laws of Germany, with its headquarters located at Kolonnenstr. 8, 10827 Berlin (“Sellencer”) and
  • You (the business entity identified during Shop registration), a user of the Sellencer Platform (“Shop”).

Welcome to the Sellencer Platform!

This Agreement governs your participation as a Shop on the Sellencer Platform. The Sellencer Platform is a service provided by Sellencer GmbH that connects Creators (Businesses) with Shops (e-commerce stores) to facilitate affiliate marketing activities.

Registering your Shop is easy! Simply connect your Shopify store using the Sellencer app, and you’ll be ready to participate in the platform.

By registering and using the Sellencer Platform as a Shop, you agree to be bound by the terms and conditions outlined in this Agreement.

We encourage you to read this Agreement carefully and understand its contents before participating in the Sellencer Platform. If you have any questions or require clarification on any specific points, please don’t hesitate to contact us.

2. Shop Registration and Approval Process

Sellencer offers a streamlined registration process for Shops to start participating in the platform. Here are the two convenient ways to register your Shop:

2.1 Registration via Sellencer Shop Web Panel

  1. Access the Sellencer Shop Web Panel: Directly visit the Sellencer Shop Web Panel at “panel.sellencer.com”
  2. Enter Your Shop Domain: On the web panel, you’ll be prompted to enter your Shop domain. This should be the unique web address of your Shopify store, typically formatted as “shopdomain.myshopify.com” or “shopdomain.com”.
  3. Connect Your Shopify Store: The Sellencer Shop Web Panel will guide you through connecting your existing Shopify store to the platform. This may involve authorization steps to grant Sellencer access to relevant data within your Shopify store for seamless integration.
  4. Complete Registration: After providing your Shop domain and completing the Shopify store connection, follow the on-screen instructions to finalize the registration process. This might involve confirming your details and potentially agreeing to additional terms specific to the Shop Web Panel.

2.2 Registration via Shopify App Store

  1. Locate the Sellencer App in the Shopify App Store: Open the Shopify App Store within your Shopify admin panel. You can search for “Sellencer” or browse the available marketing and affiliate marketing apps.
  2. Install the Sellencer App: Once you’ve located the Sellencer app, click the “Add app” button to initiate the installation process. You might be prompted to review the app’s permissions and functionalities before confirming the installation.
  3. Authorize the App: The installation process might require you to authorize the Sellencer app to access specific data within your Shopify store. This data access is crucial for the app to function effectively and track affiliate marketing activities.
  4. Complete Registration: After successful installation and authorization, you’ve essentially completed Shop registration through the Shopify App Store. The Sellencer app should be integrated with your Shopify store, allowing you to manage affiliate marketing campaigns directly within your familiar Shopify environment.

Important Note: While manual approval for Shop registration isn’t currently required, Sellencer reserves the right to review Shop information and potentially deactivate Shops that violate their terms or engage in fraudulent activity.

3. Shop Responsibilities

As a Shop participating in the Sellencer Platform (the “Platform”), you agree to be bound by the following responsibilities:

3.1 Accurate Product or Service Information

You shall provide and maintain accurate, complete, and up-to-date information about the products or services you offer through the Platform. This information shall include, but is not limited to:

  • Product Descriptions: Clear and concise descriptions of the features, functionalities, and any limitations of your products or services. All descriptions shall avoid misleading or exaggerated claims.
  • Pricing: The current selling price of your products or services, including all applicable taxes or fees. You shall ensure that advertised prices accurately reflect those displayed at checkout.
  • Specifications: For complex products, detailed specifications such as size, weight, materials, and technical details, where applicable.
  • Images: High-quality images that accurately depict your products or services.
  • Shipping and Delivery: Clear communication of your shipping costs and estimated delivery timeframes.

Sellencer reserves the right to remove inaccurate or misleading product or service information from the Platform.

3.2 Competitive Pricing and Promotions

You are responsible for setting the pricing and promotional terms for your products or services offered through the Platform. However, you agree to:

  • Maintain Competitive Pricing: Strive to maintain competitive pricing for your products or services to attract customers referred by Creators.
  • Promotion Transparency: Clearly communicate the terms and conditions of any advertised promotions or discounts, ensuring their validity for the advertised duration.

3.3 Order Processing and Fulfillment

You are responsible for processing and fulfilling orders placed through affiliate links efficiently and in accordance with your stated shipping and delivery timelines. This includes:

  • Promptly acknowledging orders.
  • Securely processing payments.
  • Shipping orders within the communicated timeframe.
  • Providing accurate order tracking information.

3.4 Customer Service

You agree to provide excellent customer service to all customers, including those referred by Creators through the Platform. You will address customer inquiries promptly, professionally, and courteously.

3.5 Compliance with Laws and Regulations

You are solely responsible for ensuring that your business practices comply with all applicable laws and regulations related to your products or services. This includes, but is not limited to, product safety, consumer protection, and data privacy laws.

3.6 Product or Service Quality

You agree to deliver high-quality products or services that meet customer expectations.

3.7 Ethical Business Practices

You agree to uphold ethical business practices and avoid fraudulent activity. This includes, but is not limited to, refraining from:

  • Misleading product information
  • Deceptive marketing tactics
  • Manipulating commission rates for Creators

3.8 Additional Responsibilities

You may be subject to additional responsibilities outlined in separate agreements or policies established by Sellencer. These may include, but are not limited to, specific program terms or promotional campaign guidelines.

By participating in the Sellencer Platform, you acknowledge and agree to comply with all of the aforementioned Shop Responsibilities.

4. Product or Service Information

4.1 Content Requirements

You, the Shop, are solely responsible for providing and maintaining accurate, complete, and up-to-date information about the products or services you offer through the Sellencer Platform (the “Platform”). All product or service information must comply with the following requirements:

  • Accuracy: All information, including product descriptions, pricing, specifications, images, and shipping details, must be factually accurate and reflect the current state of your offerings.
  • Clarity and Completeness: Present information in a clear, concise, and easy-to-understand manner. Ensure all relevant details are included to avoid confusion for Creators and Customers.
  • Transparency: Avoid misleading or exaggerated claims. Focus on accurately representing the features, functionalities, and benefits of your products or services.

4.2 Specific Product or Service Information

You are required to provide the following specific information for each product or service offered through the Platform:

4.2.1 Product Descriptions:

  • Clearly describe the key features, functionalities, and any limitations of your products or services.
  • Use language that is easily understood by a general audience and avoids overly technical jargon.
  • Highlight the key selling points and benefits that would be attractive to Customers.

4.2.2 Pricing:

  • Display the current selling price of your products or services, including all applicable taxes or fees (e.g., sales tax, VAT).
  • Ensure consistency between the advertised prices displayed on the Platform and those reflected at checkout.
  • Clearly communicate any additional costs associated with the purchase, such as shipping or handling fees.

4.2.3 Specifications:

  • For complex products, provide detailed specifications that can assist Creators in accurately promoting your offerings and Customers in making informed purchase decisions.
  • Specifications may include, but are not limited to:
    • Size (dimensions)
    • Weight
    • Material composition
    • Technical details (e.g., for electronics)
    • Compatibility information (e.g., for software or hardware)

4.2.4 Images:

  • Use high-quality images that accurately depict your products or services.
  • Multiple images from different angles are encouraged to provide a comprehensive view of your offerings.
  • Images should be free from any misleading edits or enhancements.

4.2.5 Shipping and Delivery:

  • Clearly communicate your shipping costs and estimated delivery timeframes. This information should be readily available to Creators and Customers on the Platform.
  • Set realistic expectations and ensure your fulfillment process aligns with the communicated timeframes to avoid customer dissatisfaction.
  • Provide accurate order tracking information to allow Customers to monitor the progress of their shipments.

4.3 Additional Information (Optional)

While not mandatory, you are encouraged to consider including the following additional information to enhance the value proposition for both Creators and Customers:

  • Warranty or Return Policy: Outline your warranty or return policy clearly. This information should detail Customer options in case of product defects, malfunctions, or dissatisfaction.
  • Customer Reviews: Allowing and displaying customer reviews can build trust and social proof for your products or services. Positive reviews can incentivize purchases by new Customers.
  • Promotions or Discounts: Clearly communicate any ongoing promotions or discounts you might be offering. This can incentivize purchases by Creators’ audiences and ultimately drive sales for your Shop.

4.4 Enforcement

Sellencer reserves the right to review and take necessary actions, including but not limited to removal or suspension, against any product or service information found to be inaccurate, misleading, or non-compliant with these requirements.

5. Pricing and Promotions

5.1 Pricing Structure

You, the Shop, retain the sole discretion to determine the pricing structure for the products or services you offer through the Sellencer Platform (the “Platform”). This pricing structure can include fixed prices, variable pricing models, or any other pricing strategy you deem suitable for your offerings.

5.2 Competitive Pricing

While Sellencer does not mandate specific pricing strategies, you acknowledge that maintaining competitive pricing for your products or services can be beneficial in attracting Customers referred by Creators. Regularly reviewing competitor pricing and considering adjustments can help you optimize your sales strategy within the Platform.

5.3 Promotions and Discounts

You have the right to offer promotions or discounts on your products or services through the Platform. However, you are required to comply with the following guidelines:

  • Transparency: Clearly communicate all terms and conditions associated with any promotions or discounts you offer. This includes, but is not limited to:
    • Validity Period: The specific timeframe during which the promotion or discount is valid.
    • Eligibility Restrictions: Any limitations on which products or services qualify for the promotion or discount.
    • Discount Percentages or Fixed Amounts: The exact value or percentage of the discount being offered.
    • Redemption Methods: Clear instructions on how Creators and/or Customers can redeem the promotion or discount.
  • Misrepresentation: You agree to avoid any misleading or deceptive practices related to promotions or discounts.

5.4 Price Consistency

You are responsible for ensuring consistency between the prices advertised on the Platform, including any promotions or discounts, and the final prices reflected at checkout. Customers should not encounter unexpected price changes during the purchase process.

5.5 Sellencer Oversight

Sellencer reserves the right to review and take necessary actions, including but not limited to requesting modification or termination, against any pricing or promotion practices deemed unfair, misleading, or otherwise non-compliant with these guidelines.

6. Commissions and Application Fees

6.1 Creator Compensation

In accordance with the Agreement between you (the “Shop”) and Sellencer (the “Platform”), the Shop shall be responsible for the payment of commissions on each qualifying sale generated through affiliate links created for the Shop’s Shopify store by Sellencer. These commissions serve to compensate creators who effectively promote the Shop’s products.

  • Sale Definition: A “Sale” shall be defined as a completed purchase on the Shop’s Shopify store that originated from a click on a valid affiliate link issued by Sellencer. Sellencer’s Shopify Admin Application tracks traffic originating from these affiliate links and monitors buyer activity throughout the purchase journey.
  • Commission Structure: The specific commission amount payable by the Shop per sale will be determined by a separate agreement between the Shop and Sellencer (the “Commission Agreement”). The Commission Agreement may outline various commission structures, including:
    • Fixed Commission per Sale: A fixed amount payable by the Shop to Sellencer for each qualifying sale.
    • Variable Commission: A commission amount that can fluctuate depending on product category or promotional campaign. For instance, the commission per sale might be higher for premium products or during promotional periods.
    • Combination Model: A model that combines both a fixed commission per sale and a variable commission based on predetermined criteria.

6.2 Commission Strategies

Sellencer offers two primary commission strategies designed to incentivize sales:

  • Percentage Commission: This strategy allows the Shop to establish a commission rate represented as a percentage of the total sale value generated through a qualifying affiliate link.
    • Example: The Shop may choose a 10% commission rate. Consequently, the creator commission payable by the Shop would be 10% of the total purchase price for sales resulting from clicks on the Shop’s affiliate link.
  • Fixed Commission (Per Item): This strategy allows the Shop to set a fixed monetary amount to be paid to Sellencer for each item sold through a qualifying affiliate link. This fixed amount will be used to compensate the creator.
    • Example: The Shop could establish a fixed commission of €5 per item. If a buyer purchases two items through the Shop’s affiliate link, the Shop would be responsible for a total commission of €10 (2 items * €5/item) to compensate the creator.

Choosing the Right Strategy

The optimal commission strategy for the Shop hinges on factors such as profit margins, sales goals, and average order value. Here’s a breakdown to aid the Shop in selecting the most suitable strategy:

  • Percentage Commission: This strategy is advantageous for Shops with high-profit margin products, particularly those with higher average selling prices. As the total sale value increases, the creator commission payable by the Shop also rises proportionally.
  • Fixed Commission (Per Item): This strategy might be more suitable for Shops that offer:
    • Lower-priced products: A fixed commission per item ensures a more predictable cost structure regardless of the total sale value.
    • Consistent average order value: If the Shop’s customers typically purchase a similar number of items per order, a fixed commission per item can simplify cost calculations.

6.3 Calculating Creator Commissions

  • Scenario: Buyer Purchases Only Products with Offers: This scenario clarifies the following situation: a buyer clicks on a Sellencer affiliate link and only purchases products listed in Sellencer with corresponding commission offers.
    The creator commission is calculated for each product individually based on its corresponding commission offer as specified within the product information on Sellence. Sellencer will determine the applicable commission strategy (percentage or fixed amount) and rate based on this information.
  • Multiple Products (Including Products Without Offers): The previous explanation for mixed product purchases remains the same:
    If a buyer’s purchase includes a combination of products with affiliate links and products without, Sellencer will calculate the creator commission proportionally based on the portion of the order value attributable to items with offers. For those order items that lack a specific commission offer, Sellencer will apply the Shop’s minimum offer percentage, which is set by default at 15% but can be adjusted within the Shop’s profile on Sellencer.

6.4 Platform Fee Transparency

Sellencer charges a platform fee to cover the operational costs of managing the platform. This fee structure is clearly communicated to you when you are defining your offer within the Sellencer’s Shopify Admin Application.

Understanding the Platform Fee

The platform fee is a transaction fee, which is a percentage of the creator incentive you contribute for each qualifying sale. Currently, the transaction fee is set at 35% of the creator incentive, with a minimum fee of 2$. However, this structure is subject to change, and Sellencer will notify you of any adjustments to the platform fee.

6.4 Tax Liability

You are solely responsible for any taxes arising from the creator incentives you contribute for sales generated through Sellencer or the platform fees associated with your Shop participation. Consulting with a tax professional is recommended to determine your specific tax obligations.

7. Tracking, Reporting, and Data Ownership

7.1 Tracking Sales and Buyer Activity with Cookies

  • 7.1.1 Sellencer Tracking Script and Cookies: Upon installation of the Sellencer Shopify Admin Application on the Shop’s Shopify store, a designated tracking script shall be embedded within the Shop’s storefront. This script shall utilize cookies to monitor and collect data on traffic originating exclusively from valid Sellencer affiliate links. Cookies are small data files placed on a user’s device that store information such as their visit to the Shop’s storefront through a Sellencer affiliate link. The data collected encompasses buyer activity, including navigation patterns and checkout status within the Shop’s storefront. This information serves the sole purpose of attributing completed sales to the appropriate affiliate link and the associated creator responsible for the referral.

  • 7.1.2 Shop Cookie Disclosure Responsibility: The Shop acknowledges and accepts its responsibility to inform customers about the use of cookies by the Sellencer tracking script. This disclosure shall be made in accordance with all applicable laws and regulations (e.g., GDPR). The Shop is responsible for implementing a clear and conspicuous cookie banner or disclosure within its privacy policy.

  • 7.1.3 Cookie Validity Period: The Sellencer tracking script shall utilize cookies with a validity period of fourteen (14) days. The cookie will not be removed until the end of this 14-day period. This means that if a buyer purchases any product during these 14 days, the creator commission and application fee will be applied. This timeframe ensures sufficient opportunity to attribute a sale to the correct affiliate link, even if a buyer takes an extended time to complete their purchase.

7.2 Reporting for Informed Decision-Making

  • 7.2.1 Sellencer Shopify Admin Application Reports: Shops are granted access to a set of basic reports through the Sellencer Shopify Admin Application. These reports provide insights into sales generated through Sellencer affiliate links. Potential metrics may include, but are not limited to, total sales figures, conversion rates, and performance categorized by product or creator.

  • 7.2.2 Sellencer Shop Web Panel Reports: For a more comprehensive perspective, Shops can access the Sellencer Shop Web Panel. This web interface provides a broader spectrum of reports, including detailed breakdowns of sales facilitated by Sellencer creators, listings of influencers relevant to the Shop’s products, and the ability to generate link requests for creators. This comprehensive data empowers Shops to make informed decisions regarding their influencer marketing strategies and campaign optimization.

7.3 Data Ownership and Security

  • 7.3.1 Data Ownership Clarification: This subsection clarifies the ownership of data collected through the Sellencer platform. Shops shall retain ownership of all their product data, as this information originates from their Shopify store and constitutes their intellectual property. Conversely, Sellencer shall own data pertaining to user activity specifically generated through their affiliate links (clicks, navigation patterns within the Shop’s storefront).

  • 7.3.2 Data Security Measures: Section 7 addresses data security measures implemented by Sellencer. Sellencer is obligated to outline the comprehensive measures undertaken to safeguard the information they collect (tracking script data, order monitoring data). This includes details on industry-standard secure storage practices, access controls that restrict unauthorized use, and adherence to all relevant data privacy regulations (e.g., GDPR) to protect the privacy of Shop customers and creators.

8. Term and Termination

8.1 Term

This Agreement shall commence on the date of your Shop registration with the Sellencer Platform (the “Effective Date”) and shall remain in full force and effect until terminated as set forth herein (the “Term”).

8.2 Termination by Shop

You may terminate this Agreement at any time for any reason by providing written notice (including email) to Sellencer.

8.3 Termination by Sellencer

Sellencer may terminate this Agreement for cause upon written notice to you. Cause for termination by Sellencer shall include, but is not limited to:

  • Your material breach of any provision of this Agreement, which is not cured within thirty (30) days of written notice from Sellencer;
  • Your inactivity on the Sellencer Platform for a period of six (6) consecutive months; or
  • Your violation of any applicable laws or regulations in connection with your use of the Sellencer Platform.

Sellencer may also terminate this Agreement at its convenience upon thirty (30) days’ prior written notice to you.

8.4 Effect of Termination

Upon termination of this Agreement for any reason:

  • Your access to and use of the Sellencer Platform shall immediately cease;
  • Sellencer shall have the right to disable any affiliate links associated with your Shop;
  • Sellencer shall pay you any outstanding commissions earned up to the date of termination, subject to any deductions for chargebacks or other valid offsets; and
  • You shall remain obligated to fulfill any outstanding orders placed through the Sellencer Platform prior to the termination date.

8.5 Survival

The following provisions shall survive the termination of this Agreement: Sections 5.4 (Price Consistency), 6.4 (Tax Liability), 7.3.2 (Data Security Measures), 8.4 (Effect of Termination), 9 (Intellectual Property), 10 (Dispute Resolution), 11 (Indemnification), 12 (Limitation of Liability), 13 (Independent Contractors), 14 (Confidentiality), 15 (Governing Law), and 16 (Entire Agreement).

9. Intellectual Property

9.1 Shop’s Intellectual Property

  • You (the Shop) retain all right, title, and interest in and to your intellectual property, including but not limited to:
    • Trademarks and service marks associated with your products or services.
    • Copyrights in any original works you create, such as product descriptions, images, or videos.
    • Patents for any inventions you own.

9.2 Sellencer’s Intellectual Property

  • Sellencer owns all right, title, and interest in and to its intellectual property, including but not limited to:
    • Trademarks and service marks associated with the Sellencer Platform (e.g., logos, slogans).
    • Copyrights in the underlying source code, design elements, and content of the Sellencer Platform.

9.3 Grant of License

  • You hereby grant to Sellencer a non-exclusive, worldwide, royalty-free right and license to access, retrieve, display, and use the following information that you submit to your Shopify store related to the products you offer:

    • Product pictures
    • Product descriptions
    • Product titles
    • Product tags
    • Any other product information you define in your Shopify store

  • This license is granted solely for the purpose of listing your products on the Sellencer Platform and enabling Creators and Customers to learn about your products and potentially purchase them.

  • The term of this license shall be coextensive with the Term of this Agreement and shall automatically terminate upon termination of this Agreement for any reason.

9.4 Restrictions on Use

  • Sellencer shall not:
    • Use your intellectual property in a manner that disparages or tarnishes your reputation or goodwill.
    • Register or attempt to register any trademarks or copyrights that are confusingly similar to your intellectual property.
    • Use your intellectual property for any purpose other than those expressly permitted under this Agreement.
    • Grant any sublicenses to your intellectual property without your prior written consent.

9.5 Ownership of Data

  • You retain all ownership rights to the data you submit to the Sellencer Platform, such as product information, customer lists, and sales data.
  • Sellencer may use anonymized and aggregated data derived from your use of the Platform for its internal business purposes, such as improving the Platform or providing insights to other Shops.

9.6 Partnership Online Shop

  • 9.6.1 Partnership Creation: Sellencer retains the exclusive right to create and manage partnership online shops involving creators who are actively promoting at least one product from the shop. Publicly available shop information, including branding and product details, may be used by Sellencer without the need for prior approval or additional notification to the shop. This partnership shop is designed to enhance visibility and sales for both the shop and creators involved in promoting its products.
  • 9.6.2 Opt-out Procedure: Shops may submit a formal request to opt-out of the partnership online shop feature by contacting Sellencer support via email. However, Sellencer reserves the sole discretion to approve or deny such requests, based on the overall benefit of the feature to the platform. Until a formal acknowledgment of the opt-out is provided by Sellencer, the shop will remain part of the partnership shop.
  • 9.6.3 Limitation of Claims: By continuing to use Sellencer’s services, the shop agrees to waive any claims, disputes, or complaints related to the partnership online shop feature once it is activated. This includes limitations on disputing the use of shop branding or public information in connection with the feature, as well as any claims regarding promotional partnerships with creators.

10. Dispute Resolution

10.1 Attempt to Resolve Disputes Informally

The parties shall attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, by good-faith negotiation for a period of thirty (30) days from the date written notice of such dispute, controversy, or claim is first given.

10.2 Arbitration (Optional)

(a) Agreement to Arbitrate: The parties may agree to submit any dispute arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, to binding arbitration in accordance with the rules of the German Institution of Arbitration (DIS) Arbitration Rules (the “Rules”). The arbitration shall be conducted by a single arbitrator selected in accordance with the Rules. The arbitration shall be held in Berlin, Germany, and the decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction within the European Union.

(b) Opt-Out: Either party may opt out of this arbitration provision by providing written notice to the other party within thirty (30) days of the Effective Date of this Agreement.

10.3 Litigation (if no Arbitration)

If the parties do not agree to arbitrate as provided in Section 10.2, then any dispute arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be brought in the courts of Berlin, Germany, and the parties hereby consent to the exclusive jurisdiction and venue of such courts.

10.4 Costs of Dispute Resolution

The costs of any dispute resolution procedure (including arbitration, litigation, or mediation) shall be borne by the party who prevails in such dispute resolution procedure, provided that each party shall bear its own attorneys’ fees and expenses regardless of the outcome.

Please note: This is a sample dispute resolution clause and may not be suitable for all situations. You should consult with an attorney to ensure that the dispute resolution clause is appropriate for your specific needs.

11. Indemnity

11.1 Shop’s Sole and Exclusive Liability

The Shop acknowledges and agrees that its use of the Sellencer Platform is at its own risk. The Shop shall be solely and exclusively liable for any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to:

  • Shop’s Use of the Platform: The Shop’s access to and use of the Sellencer Platform, including any violation of this Agreement or the Sellencer Terms of Use.
  • Shop’s Products or Services: The Shop’s products or services, including any intellectual property infringement, product liability claims, misrepresentations made by the Shop, or any damages suffered by Creators or Customers resulting from the Shop’s products or services.
  • Shop’s Data: The Shop’s data or any third-party data submitted to the Sellencer Platform by the Shop.
  • Shop’s Violation of Law: The Shop’s violation of any applicable law or regulation.

11.2 No Indemnification by Sellencer

Sellencer shall not be liable for any Losses arising out of or relating to the Shop’s use of the Sellencer Platform, even if Sellencer was aware of the possibility of such Losses. The Shop waives any right to claim indemnification against Sellencer for any Losses.

11.3 Standard of Review

The Shop’s sole and exclusive liability obligations under Section 11.1 shall be determined based on a preponderance of the evidence standard.

Disclaimer:

This revised Section 11 significantly limits the Shop’s rights and expands Sellencer’s protections. It’s important to understand that such a one-sided clause might be unreasonable and potentially unenforceable in certain jurisdictions. It’s strongly recommended to consult with a lawyer to ensure the enforceability of this clause and advise you on the potential risks associated with presenting such a clause to Shops.

12. Limitation of Liability

12.1 Limitation of Damages

IN NO EVENT SHALL SELLERENCER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SELLERENCER PLATFORM, EVEN IF SELLERENCER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Disclaimer of Warranties

THE SELLERENCER PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM ERROR. SELLERENCER DOES NOT WARRANT THAT THE SELLERENCER PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SELLERENCER PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13. Independent Contractors

13.1 Independent Contractor Relationship

Sellencer hereby expressly reserves all rights and benefits of an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee, partnership, or joint venture relationship between Sellencer and any Shop. The Shop shall act entirely at its own risk and control in performing any services hereunder.

13.2 Shop’s Responsibility for Taxes and Withholding

The Shop shall be solely responsible for all taxes, social security contributions, benefits, and other liabilities arising out of or relating to the Shop’s performance under this Agreement. The Shop shall be responsible for filing all tax returns and making all necessary tax payments with respect to its activities hereunder. Sellencer shall have no obligation to withhold or pay any taxes, social security contributions, or other similar assessments on behalf of the Shop.

13.3 No Employment Benefits for Shops

The Shops are not entitled to any employee benefits whatsoever from Sellencer, including, but not limited to, health insurance, life insurance, vacation pay, sick pay, or retirement benefits.

13.4 Restriction on Public Statements

The Shops are hereby prohibited from making any public statements, including on social media, that could be misconstrued as suggesting an employment relationship with Sellencer.

13.5 Right to Terminate for Misrepresentation

Sellencer reserves the right to immediately terminate this Agreement and any access to the Sellencer Platform in the event the Shop misrepresents its status as an independent contractor.

14. Confidentiality

14.1 Confidential Information

The term “Confidential Information” means all information disclosed by Sellencer to the Shop, in whatever form or medium, whether oral, written, visual, or electronic, that is not already publicly known, including but not limited to:

  • Information related to Sellencer’s technology, business operations, financial information, customer data, and intellectual property.
  • Any information designated as confidential by Sellencer in writing.
  • Any non-public information disclosed by Sellencer to the Shop in connection with this Agreement.

14.2 Shop’s Obligation to Maintain Confidentiality

The Shop agrees to hold in confidence and not disclose any Confidential Information to any third party without the prior written consent of Sellencer. The Shop shall use the Confidential Information only for the purpose of performing its obligations under this Agreement and shall take all reasonable measures to protect the confidentiality of such information, using no less than the same degree of care that the Shop uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable degree of care.

The Shop shall ensure that its employees, contractors, and agents who have access to Confidential Information are subject to confidentiality obligations at least as restrictive as those set forth in this Section 14. The Shop shall be liable for any breach of confidentiality by its employees, contractors, or agents.

14.3 Exceptions to Confidentiality

The Shop may disclose Confidential Information only to the following extent:

  • To the extent required by law or legal process, provided that the Shop gives Sellencer prompt written notice of such disclosure obligation (to the extent legally permitted) and uses commercially reasonable efforts to cooperate with Sellencer in seeking a protective order or other confidential treatment.
  • To the Shop’s professional advisors, provided that such advisors are bound by written confidentiality obligations at least as restrictive as those set forth in this Section 14.

14.4 Injunctive Relief

The Shop acknowledges that a breach of its confidentiality obligations under this Agreement would cause Sellencer irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, the Shop agrees that Sellencer shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or enjoin any breach or threatened breach of this Section 14.

14.5 Return of Confidential Information

Upon termination or expiration of this Agreement, the Shop shall promptly return to Sellencer or destroy all Confidential Information in its possession or control, in a manner specified by Sellencer. The Shop shall certify to Sellencer in writing that such return or destruction has been completed.

15. Governing Law and Forum

5.1 Exclusive Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Germany, to the exclusion of all other jurisdictions whose laws might otherwise apply. Any dispute arising out of or relating to this Agreement or the Shop’s use of the Sellencer Platform shall be subject to the exclusive jurisdiction and venue of the courts located in Berlin, Germany. The Shop hereby consents to the personal jurisdiction of such courts and waives any right to object to the exclusive jurisdiction and venue of such courts.

16. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter herein, superseding all prior communications or agreements. Sellencer reserves the right to amend, modify, or update this Agreement at its sole discretion. Such changes will take effect upon notice via email or the platform. It is the responsibility of the shop to review the Agreement periodically to ensure it aligns with their expectations. Continued use of Sellencer’s services after notification constitutes acceptance of the revised terms.