NearMeNow Partner Terms and Conditions

of
NearMeNow UG (haftungsbeschränkt)
Schmiedekamp 14
23816 Leezen
(hereinafter “NearMeNow UG”)

I. General Provisions

1. General

(1) The NearMeNow App is an online app provided by NearMeNow UG (hereinafter also “we” or “us”) for the presentation and mediation of offers from our partners to users. In the NearMeNow App, partners (hereinafter also “Partners”) offer their services to interested users (hereinafter also “Users”). NearMeNow UG and the Partner are hereinafter also collectively referred to as the “Parties”.

(2) NearMeNow UG and the NearMeNow App act as an intermediary for corresponding contracts that are concluded directly between the Users and the Partners. For these mediation services and for further services, NearMeNow UG receives the fees specified in these Partner Terms and Conditions or in mutual agreements.

(3) These NearMeNow Partner Terms and Conditions (hereinafter also “Partner Terms and Conditions”) regulate the fundamental legal relationship between the Parties and apply when the Parties conclude a “Partner Agreement” within the framework of a separate agreement, for example through the registration process completed by the Partner or an offer accepted by the Partner. The Partner Agreement concluded on the basis of such an agreement therefore consists of the respective agreement regarding the services to be provided by us and the remuneration to be paid by the Partner as well as these Partner Terms and Conditions. All provisions made in the separate agreement take precedence over the provisions of these Partner Terms and Conditions.

(4) In addition to the Partner Agreement between us, a direct contractual relationship arises between the Partner and the Users regarding the use of the Partner’s offers. Within this relationship, the Partner’s own terms and conditions (including but not limited to general terms and conditions, participation conditions or warranty provisions) and the statutory provisions applicable to the sale of their Partner Services apply.

(5) The Partner Agreement applies exclusively with regard to the services we provide to the Partner. Deviating terms and conditions of the Partner shall not apply to us and therefore do not become part of the contract. The validity of such terms and conditions is expressly rejected. The priority of individual agreements between the Parties over the Partner Agreement remains unaffected.

(6) The NearMeNow App is available exclusively to Partners who offer their services in the course of their entrepreneurial activity and therefore as entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), as legal entities under public law, or as special funds under public law.

2. Service Obligations

(1) With its “NearMeNow App” (hereinafter also “App”), NearMeNow UG provides an intermediary platform for offers, activities and events of our Partners. The services of the Partner include in particular the offering of gastronomic services, retail services, sports and leisure events, courses and events as well as other local services and offerings that can be viewed in the App (hereinafter collectively also referred to as “Partner Services”).

(2) Users have the possibility to book Partner Services directly in the App. Within the App, we issue confirmation to Users that they have purchased a Partner Service and are therefore entitled to redeem this Partner Service with the respective Partner. The following applies to redemption:

a. Partners must organize the provision of their Partner Services in such a way that they can actually be redeemed by Users after purchase in our App.

b. Partners must, depending on the nature of the Partner Service, provide a sufficient number of available places, ensure that goods are available in sufficient quantity and also keep sufficient food and beverages in stock – Partner Services that are not available must not be listed in our App.

c. Users who have booked Partner Services in our App must be treated identically and equally to other customers who have booked the Partner Services through other channels.

(3) We provide the Partner with App Services, including in particular the provision of our App as a technical environment for presenting the Partner Services, the mediation of the conclusion of a contract for the use of the Partner Services by Users, and the handling or support of payment, administrative and any cancellation and withdrawal processes (hereinafter also referred to as “App Services”). It applies that a successful mediation result, meaning the successful sale of Partner Services via our App to Users, as well as any guarantee of reach, is not owed by us.

(4) Where agreed, we also undertake marketing measures in connection with the provision of our App Services for the Partner, such as the online and offline marketing of the App itself as well as, if applicable, individual Partner Services (hereinafter “Marketing Measures”).

(5) Where agreed, we also provide support measures via email in connection with the provision of our App Services to the Partner to the extent possible for us. In this context, we receive emails during normal business hours (generally daily between 9 a.m. and 5 p.m.). These will be answered promptly or forwarded for clarification as appropriate.

(6) Unless expressly agreed otherwise, the contractual relationship regarding the use of the Partner Services arises directly between the Partner and the Users. In this respect, the NearMeNow App generally functions as a technical environment for presenting Partner Services. We therefore do not become a contractual party to contracts concluded directly between the Partner and the Users.

(7) Through our App and the technical possibilities contained therein as well as the App Services provided by us, contracts are concluded directly between the Partner and Users who book Partner Services via our App. For this reason, the Partner agrees, upon the effectiveness of these Partner Terms and Conditions, to the manner in which contracts between the Partner and Users are concluded. The conclusion of these contracts between the Partner and Users is governed, among other things, by our User Terms and Conditions and by the withdrawal policy presented by us to Users. The legal consequences arising from the User Terms and Conditions and the withdrawal policy for the Partner therefore become a direct component of our contractual relationship. The Partner must therefore carefully inform themselves about the technical processes of our App as well as the conclusion and processing of contracts between the Partner and Users and the rights and obligations resulting from them. Further explanations can be found in our User Terms and Conditions, which are available at https://nearmenowapp.com/, and in the withdrawal policy, which is available at https://nearmenowapp.com/ or which we will provide upon request.

3. Requirements for Listing on NearMeNow

(1) Only Partner Services that meet our requirements will be mediated and listed in our App. We have defined these requirements below in the NearMeNow Partner Guidelines. We reserve the right to adjust these requirements if this is objectively necessary or required to ensure customary safety and quality standards.

(2) NearMeNow Partner Guidelines:

a. The Partner is obliged to create and maintain their presence in their Partner profile within our App permanently up to date in accordance with the requirements regarding content, categorization, completeness, images and layout. For this purpose, the Partner must independently enter the necessary information and files into their Partner profile where technically possible, or otherwise provide them to us upon request so that we can enter them accordingly.

b. The Partner must prepare their own terms and conditions applicable to the sale of their Partner Services (including but not limited to general terms and conditions, participation conditions or warranty provisions) for their own contractual relationship with Users regarding the Partner Services and make them available to Users within their presence in our App. These provisions must at least meet our requirements arising from the Partner Agreement and must be provided to us in German and (upon agreement) in English so that we can pass them on to Users via the NearMeNow App.

c. The Partner must provide a description of the Partner Services in German and (upon agreement) in English. This service description must contain a description of the composition and components of the Partner Services that is easy for Users to understand and clearly comprehensible.

d. The Partner possesses the necessary qualifications and documentation as well as the expertise (including the necessary education, training, qualifications, certificates and skills) required to provide the Partner Services. The Partner ensures that the quality of the Partner Services corresponds to the standards of their industry.

e. The Partner must provide proof of certification of the Partner Services in electronic form, where such certification exists and is legally required in relation to the Partner Services, in German and (upon agreement) in English.

f. The Partner must inform Users, insofar as they are consumers, whether they fall under the provisions of § 36 VSBG and, if so, fulfill the corresponding mandatory information requirements.

g. If the Partner issues vouchers for the redemption of their Partner Services, the Partner must comply with the applicable legal requirements. If the validity period chosen by the Partner for a voucher is shorter than the statutory limitation period of three years, the Partner must legally justify this shorter validity period in their terms and conditions vis-à-vis the Users.

h. The Partner is obliged to comply with the statutory warranty provisions towards us and towards Users (including liability for defects) and to independently and responsibly observe and fulfill the statutory regulations applicable to the provision of the Partner Services (e.g. withdrawal, cancellation, termination, rescission, etc.) towards Users. If we support the Partner in this regard, for example by handling the presentation and processing of withdrawal rights for the Partner, the Partner must nevertheless initiate all actions dependent on this, such as the repayment of monies already paid in the event of an effective withdrawal, within the specified time limits.

i. The images, texts, graphics, videos etc. used in our App for the presentation of the Partner Services must, insofar as they are provided by the Partner, be permitted and lawful under applicable law (e.g. copyright law, competition law, etc.).

j. The Partner lists exclusively Partner Services in our App and thereby offers exclusively Partner Services via our App for which the Partner has a sufficient contingent so that Users who book such Partner Services are actually able to redeem them with the Partner.

k. The Partner must obtain, at their own expense, all legally and officially required permits and licenses necessary or advisable for the operation or distribution of the Partner Services and must provide proof of such permits or licenses upon request.

l. The Partner’s prices must always be transparent and easily understandable for Users. No hidden costs may be included. This applies in particular to the indication of value-added tax. All information must comply with the statutory rules applicable to consumers where required.

m. The Partner is obliged to maintain or conclude, at their own expense, appropriate coverage for claims by Users or by us (e.g. insurance, public liability insurance and financial loss liability insurance with appropriate coverage amounts) so that any damages caused by the Partner and the Partner Services to us or to Users can be covered.

n. The Partner guarantees that they will independently and fully comply with all import and export regulations with regard to the Partner Services offered through our mediation services.

o. The Partner may not refer in their Partner profile in our App to their own website or their social media channels or other distribution channels with the aim of circumventing the booking and billing model of the platform. Likewise, the Partner may not advertise services offered outside the App or encourage Users to contact them outside the App in order to make use of their Partner Services. The offering of their services outside the NearMeNow App is permitted. In this respect, there is no exclusivity obligation.

p. The following applies with regard to Partners:

i. Partners are free in the choice of location and time of the Partner Services;
ii. Subject to the provisions in the Partner Agreement or these Partner Terms and Conditions, Partners are not subject to instructions regarding the manner in which the Partner Services are carried out;
iii. Partners are independently and solely responsible for the proper tax assessment and treatment of the Partner Services offered through our App and of the contracts concluded between them and the Users;
iv. The Partner is free to work for other clients. Our prior consent is not required for this.

(3) We are entitled, stating legitimate reasons, to reject the sale or mediation of the Partner Services via our App and to block or exclude Partners or to terminate the Partner Agreement extraordinarily if we receive repeated complaints about the Partner or if the provisions of the Partner Agreement, other requirements communicated by us, or compliance with statutory regulations are repeatedly disregarded. We will inform the Partner of this without delay and give them the opportunity to comment. Before a complete blocking or exclusion, we will inform the Partner in advance within a reasonable period, stating the corresponding reasons. If the Partner removes the reason that led to the rejection, blocking or exclusion, we will examine whether the Partner Services can be reinstated in our App.

4. Ranking & Advertising Placements

(1) The display and recommendation of Partner Services to potential Users are based on the search and interest profile as well as the consultation or service needs of the respective User (hereinafter also referred to as the “Search Profile”). This Search Profile may be determined by regional factors, subject-matter specifications, time-related factors, as well as further criteria that Users may set when placing a request for Partner Services.

(2) Within our App, Partners may, where available, book separate advertising placements and visibility upgrades (hereinafter also referred to as “Visibility Upgrades”) for their Partner Services. The following criteria apply in particular:

a. By booking a Visibility Upgrade, the placement of the Partner Services is improved in comparison to other Partner Services that may potentially be suitable for Users.

b. The Partner is responsible for the use and design of the Visibility Upgrade in accordance with the NearMeNow Partner Guidelines.

c. For Visibility Upgrades, impressions (e.g. CPM) cannot be guaranteed.

d. The ranking of the placement of Visibility Upgrades booked by the Partner is designed in such a way that each Visibility Upgrade appears equally often, in comparison with Visibility Upgrades booked by other Partners, within the framework of the booked advertising conditions at the most relevant positions in our App.

e. The display and placement of Visibility Upgrades relating to profiles, events or content is determined at our discretion, particularly depending on context and taking into account location, interests, relevance and User behavior.
f. Visibility Upgrades influence prioritization within relevant contexts but do not create any entitlement to a specific reach, number of contacts or economic success.

5. Security & Quality Check

(1) We are entitled to conduct a Security & Quality Check of the Partner and the Partner Services before or during the provision of Partner Services within our App. This check will either be carried out by us ourselves or by a third party commissioned by us, who will be fully bound to confidentiality.

(2) The Security & Quality Check relates to the suitability of the Partner Services for the target group addressed by the NearMeNow App and to the quality of the Partner Services. In particular, we review the Partner’s creditworthiness, reliability and previous customer satisfaction.

(3) If, during this Security & Quality Check, we determine that the Partner does not meet the standards of the NearMeNow App, we may refuse the conclusion of the Partner Agreement or the legal consequence set out in Section 3 paragraph 3 shall apply.

6. Self-Disclosure and Audit

(1) In order to verify compliance with the contract, we may request a self-disclosure from the Partner.

(2) Self-disclosures may in particular be conducted if there is a concrete suspicion of conduct contrary to the contract, for example to verify whether the required Security & Quality Standards are being complied with.

(3) Each party shall bear the costs incurred by it in connection with a self-disclosure.

7. Subcontractors

If the Partner has the Partner Services to be provided by them performed in whole or in part by subcontractors, the Partner must ensure that these subcontractors fulfill all obligations arising from the Partner Agreement. The Partner is responsible for any actions of their subcontractors and must be held accountable for the fault of their subcontractors to the same extent as for their own fault.

8. Registration & Use

(1) In order to use the NearMeNow App as a sales or ordering platform, a one-time registration as a Partner is required. By clicking the corresponding button (e.g. “Register”), the Partner submits to us a legally binding application to conclude the Partner Agreement under the conditions of the Partner Terms and Conditions. If the Partner performs this registration on behalf of a company or another organization, a partnership or a legal entity, the Partner guarantees that they are authorized to legally represent and bind that entity.

(2) The application will be confirmed or rejected by us at our own discretion. Upon our confirmation, a Partner Agreement between us and the Partner, or the company or organization represented by the Partner, for the use of the services of the NearMeNow App is concluded. We reserve the right to review and activate or block the Partner profile at any time.

(3) Regulations regarding the use of fee-based services offered by us such as subscriptions, Pay As You Go models and Visibility Upgrades can also be found in Part II “Paid Services” below.

(4) Within the Partner profile, the Partner must upload documents such as their logo, legal notice, general terms and conditions, business conditions (including general terms and conditions, participation conditions or warranty provisions) as well as other information required by contract or law regarding the offer and the Partner Services that are relevant for the sale or mediation of the Partner Services via the NearMeNow App. These will be displayed to Users during the booking process and will be considered bindingly agreed upon.

(5) Within the Partner profile, the Partner can at any time view relevant actions and transactions relating to the Partner Services in our App. In this context, the Partner can, for example, view relevant key figures in the dashboard such as contact details and bookings of Partner Services by Users, the number of bookings, the corresponding remuneration from bookings, in particular the personal data of Users, or the most frequently booked Partner Services.

(6) The Partner is responsible for the information provided by the Partner in their Partner profile and, if entered by the Partner themselves or communicated to us, in the description of the Partner Services in our App. The data stored by the Partner in our App must be complete and truthful. The information must not infringe the rights of third parties, in particular name rights or trademark rights. The Partner must not pass on their stored data, passwords or similar information to third parties.

9. Fees

(1) The Partner must pay the fees specified in the pricing model selected by them. We distinguish between the following three types of remuneration models.

a. Subscription: Partners have the possibility to choose a term-based subscription (hereinafter also “Subscription”) for the use of our App and the presentation of their Partner Services. Within the framework of the Subscription model, the App Services specified and defined in scope within the pricing model are available to them.

b. Pay As You Go: Partners have the possibility to book individual App Services, so-called “PAYG Services”, within a scope defined in the pricing model and within a time period defined in the pricing model, against payment of one-time fees. PAYG Services not used within the defined period will expire without replacement.

c. Visibility Upgrade: Partners have the possibility to book advertising placements or so-called “Visibility Upgrades” against payment of the fees specified in the pricing model and within the defined scope of services. These Visibility Upgrades enable highlighted presentations of Partner Services as further defined in Section 4 paragraph 2 of these Partner Terms and Conditions.

(2) The remuneration due to us is in each case plus VAT at the statutory rate.

(3) For the entire billing process of the remuneration due to us, we are entitled to use payment service providers. If necessary, a separate contractual relationship must be entered into with these payment service providers for their use. We are not responsible for this contractual relationship between the Partner and the payment service providers.

(4) For Partner Services booked by Users via our App, we provide both Users and Partners with a billing system in which all payment transactions are processed exclusively between Users and Partners. In this context, we do not enter into a situation in which we hold funds in escrow. The billing systems used by us each possess the required licenses for the processing of payment flows.

(5) The Partner authorizes us, in the case of paid bookings of Partner Services, to issue invoices to Users in the Partner’s name and on the Partner’s behalf. The Partner remains independently responsible for the proper taxation of the corresponding revenues received by them. We assume only the technical creation and electronic transmission of invoices to Users.

(6) The Partner is only entitled to offset claims if their counterclaims have been legally established, acknowledged by us, or are undisputed; this does not apply to the assertion of claims based on defects. The Partner may exercise a right of retention only if their counterclaim arises from this contract.

10. Term & Termination

(1) The Partner Agreement is concluded upon registration of the Partner for our App and our subsequent activation in accordance with Section 8 of these Partner Terms and Conditions. It may be terminated in text form with effect at the end of the term.

(2) The terms and notice periods of the various remuneration models (Subscription, PAYG, trial phases and Visibility Upgrade) result from our pricing model.

(3) The conclusion, administration and termination of paid remuneration models (Subscriptions, PAYG, Visibility Upgrades) take place exclusively outside our App, for example via the web portal provided on our website.

(4) If no specific provisions are stated in this regard, the following shall apply: the Partner Agreement may be terminated with a notice period of four weeks to the end of a month, and subscriptions may be terminated at the end of their respective term through the corresponding settings within our App or in text form by email to support@nearmenowapp.com. If a subscription is not terminated, it will automatically be extended by the term specified in the pricing model. If, at the time of termination of the Partner Agreement due to termination by the Partner, there are still active subscriptions, the termination of the Partner Agreement shall also be deemed to be a termination of the subscription, and both the subscription and the Partner Agreement shall end at the time the subscription ends.

(5) The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected. Good cause shall in particular exist for us if (i) the Partner seriously violates the Partner Agreement, (ii) the Partner is in default with the payment of fees for the use of our App Services despite a reminder and a grace period for payment of at least two calendar weeks, or (iii) if we decide to no longer offer the App and discontinue its operation.

(6) Upon termination of the Partner Agreement, the Partner Services will no longer be bookable via the NearMeNow App or any other booking channel provided by us. However, the Partner remains obligated to fulfill previously concluded contracts with Users and with us as well as statutory warranty obligations (liability for defects) or the provision of any Partner Services toward us and Users, in particular until all service obligations have been fully performed. All data stored by the Partner in the Partner profile may be transferred to the Partner’s own systems after termination of the Partner Agreement. They will be irrevocably deleted upon termination of the Partner Agreement.

11. Reward Hub

(1) Through our “Reward Hub”, we give Users, under certain conditions such as particularly high activity, the opportunity to collect so-called “NMN Points” and thereby receive special conditions with regard to Partner Services and redeem them for the purchase of Partner Services. The granting of NMN Points is carried out solely by us and lies outside the contractual relationship between the Partner and the Users.

(2) NMN Points do not represent a monetary value, are not a means of payment and do not give rise to any claim for cash payment. The granting of NMN Points is voluntary and without legal entitlement. We reserve the right to change or discontinue the bonus program with effect for the future.

(3) The granting of NMN Points is carried out solely by us and lies outside the contractual relationship between the Partner and us. If Users redeem NMN Points for Partner Services, a separate “settlement” takes place between us and the Partners, which follows the agreements of the Partner Agreement, in particular the rights and obligations agreed between us and the Partners regarding the provision of Partner Services in the Reward Hub under special conditions.

(4) Partners are not permitted to independently advertise with NMN Points or their alleged value.

(5) Participation in the Reward Hub as well as the criteria under which Users may obtain the opportunity to benefit from special conditions for the use of Partner Services are governed by the additional provisions of the NearMeNow Reward Hub Terms for Partners.

12. Liability

(1) We are liable for damages that we cause to the Partner in connection with our rights and obligations arising from the Partner Agreement in accordance with statutory provisions, subject to the following regulations.

(2) In the case of simple negligence, we are only liable if this involves the breach of a material contractual obligation. A material contractual obligation is an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the other party may regularly rely. In cases of simple negligence, liability is limited to the typical and foreseeable contractual damage. Liability for compensation of indirect property and financial damages, in particular loss of profit, is completely excluded in cases of simple negligence. In cases of force majeure as well as in the case of free use, our liability for simple negligence is completely excluded.

(3) We are liable without limitation in cases of injury to life, body or health as well as in cases of intentional or fraudulent conduct. The same applies where a written guarantee has been assumed for the quality or durability of a service to be provided by the parties. Liability under the Product Liability Act remains unaffected.

(4) The Partner is responsible for the fault of its subcontractors to the same extent as for its own fault.

(5) If the Partner breaches their obligations under the Partner Agreement or these Partner Terms and Conditions, in particular the obligations specified in Section 3, the Partner shall indemnify us upon first request against any resulting liability and claims by third parties and shall reimburse us for all costs of legal defense.

(6) The Partner is solely responsible for the contractual relationship concluded between the Partner and the Users. If we are held liable by Users or third parties due to an action or a breach of duty by the Partner, without any responsibility on our part, the Partner shall indemnify us upon first request against any resulting liability and claims and shall reimburse us for the reasonable costs of legal defense.

13. Rights of Use & Indemnification

(1) The Partner grants us all (copyright) usage rights and industrial property rights required for the provision of our App Services, the online and offline marketing, the distribution as well as any support measures in relation to its Partner Services, its company name, its brand name, logos, and any (copyright) protected content provided.

(2) The Partner guarantees that the aforementioned rights, content and its Partner Services are free from conflicting third-party rights. The Partner must inform us without delay in text form by email to support@nearmenowapp.com if it becomes aware of any third-party rights relating to them.

(3) The Partner shall fully indemnify us upon first request against any claims, in particular payment and damages claims arising from the infringement of third-party rights through Partner Services or (copyright) protected content. Upon request, we shall grant the Partner the right to defend against claims asserted by third parties and shall provide the Partner with all information necessary for this purpose, issue statements and grant the necessary authorisations.

14. Data Protection

(1) We collect, process and use personal data in connection with the provision of our App Services. All information regarding the handling of personal data by us within the framework of the Partner Agreement can be found in our Privacy Policy, which can be accessed at any time at https://nearmenowapp.com/.

(2) With regard to the personal data processed by the Partner within our App, we act as a processor within the meaning of Art. 28 GDPR if we have been commissioned by the Partner to process personal data in a purpose-bound and instruction-based manner. In this case, we will conclude a corresponding data processing agreement pursuant to Art. 28 GDPR at the Partner’s request.

(3) If the Partner, under the Partner Agreement, gains the possibility to obtain knowledge of personal data from us or from Users, the Partner assures that it will process such data only in a lawful manner, for a purpose compliant with the contract and in compliance with the applicable legal requirements.

15. Confidentiality

(1) In the course of the cooperation, the parties obtain knowledge of trade secrets of the respective other party or of third parties, in particular of Users. A trade secret is information that is neither generally known nor readily accessible, either as a whole or in the precise arrangement and composition of its components, to persons within the circles that normally deal with this type of information, and is therefore of economic value and is subject to appropriate confidentiality measures and for which there is a legitimate interest in maintaining confidentiality (cf. § 2 German Trade Secrets Act – GeschGehG). A trade secret is also information that is designated as a trade secret, that is protected by industrial property rights or copyright, that falls under banking secrecy or data protection regulations, and for which there is a legitimate interest in maintaining confidentiality. Information does not constitute a trade secret if it was already known to the other party prior to disclosure, became publicly known after disclosure without the involvement of the receiving party, was obtained by the receiving party from a legitimate third party, or was independently developed by the receiving party.

(2) The receiving party, as well as all persons who come into contact with trade secrets as intended, are obliged to treat the trade secrets as strictly confidential and to use them or disclose them to third parties and employees only where this is necessary in connection with the business purpose. In all other respects, the receiving party shall protect the trade secrets from access by third parties.

(3) Objects as well as files or other intangible items containing trade secrets shall, upon request of the disclosing party or at the latest upon termination of the contractual relationship, be deleted without delay or returned to the disclosing party.

16. Reference Mention

(1) Both parties are entitled to mention the respective other party, including its logo and a short description of the respective company, in their external communications. The information required for this purpose, such as the logo, descriptive texts, version status, contact and support channels, must be provided in advance.

(2) Both parties are entitled at any time to revoke their consent to the use of references pursuant to paragraph 1 for the future in text form (email to support@nearmenowapp.com is sufficient).

17. Community Guidelines

(1) Adjustments, changes and additions to our App Services as well as measures serving the identification and correction of functional errors may lead to a temporary interruption or impairment of accessibility. Major maintenance work that could lead to a malfunction of our App Services will, where possible, be carried out outside usual business hours.

(2) We ensure that the (non-personal) data processed through our App Services can be accessed via the internet and exported by the Partner in a common, comprehensive, structured and machine-readable format. Subject to any deviating provisions relating to the processing of personal data, the Partner may at any time request the release or transfer of their (non-personal) data to themselves or to a third party designated by the Partner in a comprehensive, structured and machine-readable format. We will charge no fees or only reasonable fees for the effort incurred on our side in this regard. Furthermore, we will support the transfer of their (non-personal) data to a third party designated by the Partner within the scope of our possibilities and provide the necessary information for this purpose.

(3) The Partner may not grant third parties commercial use of our App Services.

(4) The Partner must ensure that they always use the current version of our App. When using older versions, it may be possible that not all functionalities and services are available.

(5) Through links or functionalities in our App, the Partner may access external websites and software that are not operated by us and for which we are not responsible. Such links or functionalities are either clearly marked or recognizable through a change in the browser’s address bar or a change in the user interface.

(6) We secure our systems against virus infections. Nevertheless, a virus infection can never be completely ruled out. Furthermore, unauthorized third parties may send messages using our name without our consent that contain viruses or so-called spyware, for example, or link to web content that contains viruses or spyware. We have no influence over this. The Partner should therefore review all incoming messages that are sent using our name. This also applies to any messages from other Users.

(7) We are not responsible for damages or data loss that may arise from the installation of software not originating from us on end devices.

(8) The Partner undertakes under no circumstances to disclose their Partner profile data or to use the Partner profile or User account of a third party. If a third party uses the Partner profile of an affected Partner after gaining access to the access credentials because the affected Partner failed to sufficiently protect them from unauthorized access, the affected Partner must be treated as if they had acted themselves.

(9) In the event of a justified suspicion that access credentials have become known to unauthorised third parties, we are entitled for security reasons to independently change the access credentials without prior notice or to block the Partner profile. We will inform the Partner of this and provide new access credentials within a reasonable period. The Partner has no claim to the restoration of the original access credentials.

(10) The Partner must inform us without delay as soon as they become aware that unauthorised third parties have gained knowledge of the access credentials to their Partner profile or that unauthorised third parties are using their end device. We point out that access credentials should be changed regularly for security reasons.

(11) When using our App, it is prohibited to:

• harass, insult, deceive or degrade Users, Partners or third parties,

• infringe the intellectual property rights of third parties such as trademark rights, copyrights or name rights,

• create or upload content that is obscene, insulting, defamatory, discriminatory or otherwise unlawful,

• upload unlawful, discriminatory or otherwise inappropriate content as well as personal data of Users or third parties without their consent,

• use the App for the deliberate distribution of false information, spam or malicious software,

• copy, crawl, scrape or otherwise use the NearMeNow App for purposes other than those specified in the Terms of Use,

• use measures, mechanisms or software in connection with the NearMeNow App that may disrupt the functioning and operation of the NearMeNow App,

• take measures that may lead to an unreasonable or excessive burden on the technical capacities of the NearMeNow App,

• block, overwrite or modify content,

• add elements to the NearMeNow App or modify, delete or otherwise alter elements of the NearMeNow App,

• copy, extract or otherwise use graphical elements or attempt to decompile the source code of the NearMeNow App (subject to § 69e UrhG),

• use tools that interfere with the operation of the NearMeNow App (in particular so-called “bots”, “hacks”, etc.),

• obtain Premium features or other advantages, such as the systematic or automatic control of the NearMeNow App or individual functions of the NearMeNow App, through the use of third-party software or other applications or exploit program errors for one’s own advantage (“exploits”),

• distribute unauthorized commercial advertising for products or programs of third parties in connection with our App Services,

• use malicious or virus-infected documents, files, third-party IT systems or data in connection with our App Services,

• use mechanisms, software or scripts beyond the functionalities and interfaces provided, in particular if our App Services are thereby blocked, modified, copied or overwritten, or

• impair our App Services through data manipulation (§ 303a German Criminal Code), computer sabotage (§ 303b German Criminal Code), falsification of evidentiary data (§§ 269, 270 German Criminal Code), suppression of evidentiary data (§ 274 German Criminal Code), computer fraud (§ 263a German Criminal Code), spying on data (§ 202a German Criminal Code), interception of data (§ 202b German Criminal Code) or other criminal offenses.

18. Right of Use of our App

a. Software Use & General

(1) The Partner receives a simple, non-exclusive, territorially unlimited right to use our App Services, limited in time to the duration of the Partner Agreement. For the use of paid services, the terms of our remuneration models are decisive.

(2) The Partner is not entitled to reproduce, publicly perform, in particular make publicly accessible, edit, modify, translate, decompile or otherwise alter our App and our App Services. The rights pursuant to §§ 69d para. 3 and 69e German Copyright Act (UrhG) remain unaffected.

(3) Within the scope of creating and sharing posts, uploading files and images, as well as in connection with the distribution of information when using our App Services (hereinafter collectively referred to as “Partner Content”), the Partner is independently responsible for ensuring that no third-party rights, in particular no copyrights of third parties, are infringed and that the Partner grants us the usage rights to Partner Content that we require in order to provide our App Services. Unless we require more extensive usage rights from the Partner in individual cases, the Partner grants us a simple right of use to the Partner Content provided for the fulfillment of the service, which is unlimited in time and territory and applies without restriction to all types of use.

(4) The content of our App remains our exclusive property or is subject to our exclusive rights or the property / rights of our service providers. All content is protected by national and international law, in particular copyright law. Unauthorized distribution, reproduction, exploitation or any other infringement of our industrial property rights and copyrights will be pursued under civil and/or criminal law.

(5) We are entitled to use our App Services including new releases, as well as general know-how, experience, methods and procedures developed in connection with the Partner Agreement, for other purposes (provision to third parties, as open source software, etc.).

(6) Test and demo licenses are limited to a duration of up to 30 days unless otherwise agreed.

19. Availability

(1) For technical reasons, we cannot guarantee permanent and complete availability of the servers on which our App Services are operated. The availability of our App or individual services may therefore be temporarily restricted, in particular due to the necessary performance of maintenance or repair work.

(2) We point out that restrictions or impairments in the use of the App may occur that lie outside our sphere of influence. These include in particular actions by third parties who do not act on our behalf, technical failures that are beyond our control, and force majeure.

(3) We reserve the right to restrict access to the App in whole or in part, temporarily or permanently, due to maintenance work, capacity concerns or other events beyond our control.

(4) In the event of force majeure, we are entitled to postpone the provision of our App Services for the duration of the impediment plus a reasonable start-up period, provided that the performance of the service is actually impossible for us. Force majeure includes events for which neither we nor a subcontractor are responsible and which were not foreseeable at the time the contract was concluded, such as operational disruptions, strikes, lockouts, staff shortages, pandemics and epidemics, official orders and similar circumstances. The right of either party to terminate the Partner Agreement with you for good cause in the event of prolonged force majeure remains unaffected.

a. Moderation & Justification for the Removal of Illegal Content

(1) We remove, block or restrict illegal content in our App. “Content” means any information, regardless of its form. This information is considered “illegal” if it violates our Terms and Conditions, service descriptions, guidelines or applicable law.

(2) Illegal content may be reported by Users, Partners or third parties. For the procedure of such a reporting process, see under lit. b “Notice and Remedy Procedure”.

(3) If reported content or content identified by us is illegal and we have removed, blocked or restricted it, we will provide a justification for our decision to remove, block or restrict this content and for any suspension or termination of the provision of our services in whole or in part to the person who published the illegal content, provided that it is not misleading or large-scale commercial content. In this justification we will in particular provide the following information:

a. information as to whether our decision concerns the removal of the information, the blocking of access to the information, the demotion of the information, the restriction of the display of the information, or the suspension or termination of payments in connection with that information, or whether other measures have been imposed in connection with the information, including the territorial scope of the decision and the duration of its validity;

b. the facts and circumstances on which our decision is based, including, where applicable, information on whether our decision was made as a result of a report or as a result of voluntary investigations conducted on our own initiative, and, where strictly necessary, the identity of the reporting person;

c. information on whether automated means were used for decision-making, including information on whether our decision was made in relation to content that was detected or identified using automated means;

d. if our decision concerns only “allegedly” illegal content, a reference to the legal basis and an explanation of why the information is considered illegal content on that basis;

e. if our decision is based on the alleged incompatibility of the information with our Terms and Conditions, a reference to the relevant contractual provision and an explanation of why the information is considered incompatible with it;

f. information on whether the affected person has access to remedies against the measure, in particular – depending on the case – internal complaint management procedures, out-of-court dispute resolution and judicial remedies.

(4) If a criminal offense has been committed through the publication of the illegal content, or if there is suspicion that a criminal offense may have been committed, we will immediately report our suspicion to the law enforcement or judicial authorities.

b. Notice and Remedy Procedure

(1) We examine illegal content as soon as we become aware of a suspicion regarding the publication of such illegal content. Awareness may arise either through our own review or through a report of the respective content to our central contact point (see below lit. c).

(2) The reporting of illegal content is possible directly online. Reports must be addressed exclusively to our central contact point (see below lit. c) and must contain at least the following information:

a. A sufficiently reasoned explanation of why the reporting person or entity considers the information in question to be illegal content;

b. A clear indication of the exact storage location or source of the content, for example through a precise URL as well as additional useful information to identify the content, such as screenshots, notes, etc.;

c. The name and email address of the reporting person or entity, unless the report concerns criminal offenses related to sexual abuse, sexual exploitation, child pornography, contacting children for sexual purposes; including incitement, aiding or attempting to commit the aforementioned criminal offenses (cf. EU Directive 2011/93/EU, Articles 3 to 7);

d. A statement confirming that the reporting person or entity is acting in good faith and believes that the information and statements contained in the report are accurate and complete.

(3) We will promptly send the reporting person or entity an electronic confirmation of receipt of the report to the contact details provided.

(4) We review the received reports promptly, carefully, objectively and without arbitrariness and decide whether the reported content is illegal without conducting an in-depth legal review and act accordingly. If the reported content is illegal, we will promptly remove, block or restrict it and, where appropriate, take additional measures referred to in lit. a para. 3.

c. Central Contact Point for Communication

We have established a central contact point for communication. This contact point is responsible for receiving electronic reports regarding suspected illegal content from reporting persons as well as for handling inquiries from authorities or third parties concerning the handling of illegal content. The Partner must comply with the requirements of lit. b regarding the content of reports.

All persons, authorities or other entities (press, affected parties, etc.) may report illegal content through our procedure directly online at:

support@nearmenowapp.com

We will subsequently process all reports in accordance with the procedure described in lit. a–c.

20. Transfer to Third Parties

(1) Both parties are entitled to transfer the Partner Agreement to an affiliated company, a legal successor or a German company assuming the respective services. Each party shall inform the other party in text form prior to the planned transfer.

(2) A transfer of the Partner Agreement to a foreign third party requires the prior consent of the respective other party. In the event of an objection, this agreement shall continue unchanged. The objection shall constitute good cause for extraordinary termination of the agreement.

21. Complaint Management and Mediation

(1) Due to the specific requirements applicable to our App as an online intermediation platform, the Platform-to-Business Regulation of the EU applies to our contractual relationship. In particular, this regulation requires the following provisions:

(2) If the Partner has complaints or questions regarding our measures and services, the Partner may contact us at any time via support@nearmenowapp.com. We will attempt to resolve the complaint amicably within 30 days from receipt of the complaint.

(3) If we are unable to resolve the complaint or question to an acceptable extent, we offer, if requested by the Partner in the specific situation, the possibility to engage in mediation with us in order to clarify the complaint or question.

22. Final Provisions

(1) The entire contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law.

(2) The exclusive place of jurisdiction for disputes arising out of or in connection with the Partner Agreement shall be the court with subject-matter jurisdiction at our registered office. This jurisdiction clause does not apply if an exclusive place of jurisdiction is established for the dispute under statutory provisions.

(3) Amendments and supplements to the Partner Terms and Conditions as well as to the entire Partner Agreement existing between us must be made in text form to be effective, unless the following explanations prescribe special form or procedural requirements.

a. Amendments and supplements that are made (or must be made) by us due to changed legal or technical requirements for the provision of our services and that do not have negative effects on the services owed to the Partner shall become effective if no objection is raised within one (1) month after receipt of a notification of amendment in text form and if we have previously informed the Partner of their right to object. If the Partner objects to the amendment, the Partner Agreement shall continue unchanged and we shall be entitled to extraordinary termination of the Partner Agreement with a notice period of one (1) month to the end of the following calendar month.

b. Amendments and supplements to the Partner Agreement that we wish to make due to changes in services, remuneration or other commercial or operational requirements and that have negative effects on the contractual relationship for the Partner shall only become effective if the Partner expressly agrees to them. This consent may be given by clicking a consent button in the notification of amendment (email or pop-up during the use of our services) or by another simple and transparent method provided by us. If consent is not given, the Partner Agreement shall continue unchanged and we shall be entitled to terminate the Partner Agreement within the contractually agreed notice periods.

c. The requirement of text form also applies to any amendment of this clause. The precedence of individual ancillary agreements remains unaffected.

d. The above-mentioned periods do not apply and there is only a right to be informed about amendments to the Partner Agreement if the amendments are necessary to prevent an unforeseen and imminent threat in order to protect against fraud, malicious software, spam, breaches of data protection or other cybersecurity risks.

(4) Should any provision of the Partner Agreement be or become invalid or should the Partner Agreement contain a gap requiring regulation, this shall not affect the validity of the remaining or incomplete provisions. In such a case, the parties undertake to replace or supplement the invalid or incomplete provisions with provisions that come as close as possible to the economic purpose of the invalid or incomplete provisions.

(5) In the event of discrepancies or interpretation issues between different language versions of this document, the German version of the document shall prevail.

II. Paid Services

1. Conclusion of a Contract

(1) A contract for the use of paid services, in particular our subscriptions, PAYG and Visibility Upgrades, shall be concluded as follows:

(2) On our website/in our App, Partners will find information about the content and costs of the paid services offered by us. This information does not yet constitute an offer to conclude a contract for the use of our services.

(3) Only by submitting the corresponding booking form available on our website do Partners make a binding offer to us to conclude a contract for the respective services.

(4) Before submitting the booking form, we inform the Partner of the chargeable nature of the booking and provide the opportunity to review these Partner Terms and Conditions as well as other legally relevant provisions, such as our pricing model.

(5) Furthermore, before submitting the booking form, we provide the Partner with the opportunity to review and, if necessary, correct their entries.

(6) After submitting the booking form, the Partner will receive an acknowledgement of receipt of their booking at the email address they have provided. This acknowledgement of receipt generally also constitutes acceptance of their offer to book the respective service.

(7) In this email or in a separate email, the contract text (consisting of the booking, the Partner Terms and Conditions and the invoice) will be sent to the Partner (contract confirmation).

(8) Upon full payment of the purchased services, the Partner receives immediate access to the services.

2. Remuneration & Payment Terms

(1) The type and amount of remuneration for the service booked by the Partner will be communicated during the booking process, in the booking overview and in the booking confirmation and, unless expressly stated otherwise, includes the statutory value-added tax.

(2) During the booking process, the Partner will be informed about the available payment methods and may select the appropriate payment method.

(3) If we involve third-party providers for the processing of payments, their terms and conditions shall apply additionally.

(4) If a statutory or agreed payment deadline is missed, the Partner shall automatically be in default and we shall be entitled to charge corresponding default interest.

Status: March 2026


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