27 min article

Terms of Use

These Terms of Use are effective from 1 January 2021. See the previous version of these Terms of Use.

1.

General

1.1Welcome to Trepup’s website and mobile application (the “Platform”), which is operated by Trepup.com AG and/or its affiliates (“Trepup, we, us, our”). Trepup provides you with website features and other services when you visit the Platform, use Trepup services, or subscribe to software provided by Trepup in connection with any of the foregoing (collectively, “Trepup Services”).

1.2For the purpose of these Terms of Use (“Terms of Use”), “you”, “your” or “User” means any person who accesses or uses the Platform and Trepup Services.

1.3 These Terms of Use should be read in conjunction and together with the Policies. For the purposes of these Terms of Use, all capitalized terms, not otherwise defined herein, shall have the meaning ascribed to them as set forth in the Trepup Glossary.

1.4 All references in these Terms of Use to the singular shall include the plural (and vice versa) where applicable, and any gender form shall include all others.

1.5 Trepup is an online marketplace that connects Users by allowing them to interact in various ways, including listing and learning about products and services (“Products”) offered by other Users. The Platform enables and facilitates communication among Users who subscribe to Trepup Services.

1.6

Trepup Services include:

(a)Trepup marketplace, to discover and buy Products, get personalized recommendations and preview exclusive launches (“Trepup Marketplace”);

(b)Trepup store, to create an online store, add products, process orders and update store data (“Trepup Store”); and

(c)Trepup email, to send marketing emails, help manage communication and interact with followers, customers or other Users (“Trepup Email”).

1.7 All transactions for Products offered by Users are concluded directly between the Users outside the Platform. Trepup only facilitates listing and viewing of Products offered by Users and connects Users.

1.8 By accessing or using the Platform, you agree to be bound by these Terms of Use and our other policies made available on the Platform, including but not limited to the Privacy Policy and other policies (collectively, “Policies”). Please read these Terms of Use and Policies before accessing or using the Platform and Trepup Services. If you do not agree to these Terms of Use or any of the Policies, then do not use or access the Platform.

1.9 By accepting these Terms of Use, you confirm to have the capacity to enter into a legally binding contract as per applicable law in your jurisdiction, including but not limited to, the Swiss Civil Code, the Swiss Code of Obligations and the Swiss Federal Data Protection Act.

1.10 The Platform and Trepup Services are designed to be compliant with the laws of Switzerland. If you access Trepup Services from locations outside Switzerland, you are solely liable for compliance with applicable local laws.

1.11 We reserve the right to amend these Terms of Use and the Policies at our sole discretion without any prior notice. Your continued use of the Platform and Trepup Services following any such amendment indicates your acceptance of such amendment.

1.12 If we believe that you are in violation of any of the Policies or that your use conflicts with applicable laws, adversely impacts our reputation, or might subject us to unfavorable legal or regulatory action in any way, we may limit your buying and selling privileges, restrict product listings and account features, suspend your account, report your actions to the relevant authorities or take such other actions as we may find suitable. You will also be liable to indemnify us for any consequences arising from your use. We reserve the right to take recourse to all available remedies under applicable law in furtherance of the above.

1.13 If there is any conflict or inconsistency between these Terms of Use and any of the Policies on the Platform, the Policies take precedence over these Terms of Use only in relation to the Trepup Services in question.

1.14 You may delete your account and discontinue your use of the Platform and Trepup Services at any time in accordance with these Terms of Use. Similarly, we will have the right to withdraw the Platform and Trepup Services, in whole or in part, at any time without assigning any reason whatsoever.

2.

Trepup Account and license to use

2.1To use the Platform and Trepup Services, you are required to create an account (“Trepup Account”) by completing the sign-up process. A Trepup Account will enable you to subscribe to and use Trepup Services.

2.2When you create a Trepup Account, a user standard identification number ("Account ID") is assigned by Trepup to identify you on the Platform and Trepup Services. Your Account ID is a unique block of 13 letters and/or numbers that identifies Users. You can find your Account ID on the "Settings" page.

2.3You may create a Trepup Account only if you are at least 13 years old when you create an account. Trepup does not sell Products for purchase by children. If you are under 13, you may use Trepup Services only with the involvement of a parent or guardian. If you use the Platform and do not meet the above criteria, we will not be liable in any way, either to you or your parents/guardians for any of your acts or omissions.

2.4If you are creating a Trepup Account on behalf of your organization, you warrant and confirm that you are duly authorized to create such Trepup Account, subscribe to and use Trepup Services on behalf of your organization and have the authority to bind your organization under these Terms of Use and the Policies.

2.5You shall be solely responsible for the confidentiality of your login credentials to the Platform, including your username and password. Each Account ID is unique to each Trepup Account.

2.6We shall be entitled to presume that any person who logs in with your login credentials is you.

2.7We may cancel Trepup Accounts that have been inactive for a long time, exhibit suspicious behavior or are otherwise unconfirmed.

2.8Subject to your compliance with these Terms of Use and the Policies, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access the Platform and Trepup Services that you subscribe to.

3.

Sellers and listing conditions

3.1 If you wish to list Products on the Platform, you will be required to comply with all Policies relevant or applicable to Trepup Store including the Product Listing Policy.

3.2 You represent and undertake that you have the right and authority to list the Products using your Trepup Account, and such product listing or offer does not violate any third-party rights (including intellectual property and privacy rights) and that you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization, or any international or domestic governmental authority.

3.3 As a User on the Platform, you may subscribe to and use Trepup Services. Use of Trepup Services and any other services offered by Trepup in the future is subject to all applicable Policies.

4.

Buyers and purchase conditions

4.1 You may purchase or otherwise use any Trepup Services validly listed on the Platform subject to your compliance with all Policies relevant or applicable to buyers.

4.2 You acknowledge and confirm with respect to Products listed by other Users that your interactions with Users who list Products and any transactions subsequent to such interactions will be governed solely by the terms and conditions agreed upon by you and the relevant User. Trepup only permits the listing of Products by Users on the Trepup Marketplace and is not liable for any purchase or transactions off-Platform.

5.

Product listings

5.1 You may be permitted to publish content about your products on Trepup Marketplace. All such product listings can only be made in accordance with all relevant and applicable Policies, including the Content Policy and Community Guidelines.

5.2 When you list a product on Trepup Marketplace, a Trepup Standard Identification Number (TSIN) is assigned by Trepup to identify your product listing on the Platform and Trepup Services. TSIN is a unique identifier of 13 letters and/or numbers and primarily used for product identification within the Trepup product catalog. You can find your TSIN on your store dashboard alongside further details about each of the items you sell on Trepup, such as the information you entered when you listed your product, including its title, images, description and price.

5.3 We neither represent nor are responsible to ensure that product listings are true, complete, correct or accurate.

6.

Trepup Store

6.1 You may be permitted to set up a store on the Platform and sell your products. Details on your store will be governed by the Trepup Store Policy.

6.2 When you create a Trepup Store, a store standard identification number ("Store ID") is assigned by Trepup to identify your store on the Platform and Trepup Services. Your Store ID is a unique block of 19 letters and/or numbers that identifies a store. You can find your Store ID on the "Dashboard".

6.3 You agree that Trepup does not validate information made available by a User on their store and is not responsible or liable for the contents thereof. You are expected to use your independent judgment while placing reliance on or acting in accordance with the details of a store. Refer to the Trepup Store Policy before you act on any information provided on a store.

7.

Fees and taxes

7.1 You are liable for fees and applicable taxes arising out of your subscription to Trepup Services or purchase of Products.

7.2 As a User on the Platform, you are liable to pay the list price of Trepup Services purchased or used by you on the Platform in accordance with the Purchasing Policy. You are also responsible for paying the price and taxes directly to a User in accordance with your agreement with such User off-Platform.

7.3 You are responsible for the payment of the fees and applicable taxes associated with the Platform by the payment due date. If your primary payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us as per the terms and conditions provided under the Purchasing Policy.

7.4 In any jurisdiction where Trepup has an obligation to collect any taxes on sales you make using the Platform, we may collect such taxes from you using the primary payment method on file or deduct such payments against any amounts owed by you to us.

8.

User’s responsibilities

8.1 The Platform and Trepup Services are to be used only for their intended purpose in a bona fide manner, and are not to be misused in any manner, including fraudulent transactions, impersonation or any such illegal activity.

8.2

You represent, warrant and agree that the content that you submit, upload, post, share or display (“User Content”) on the Platform shall:

(a)Be true, accurate, complete and lawful;

(b)Not be false, misleading or deceptive;

(c)Not contain information that is grossly harmful, defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, blasphemous, sexually explicit, pornographic, pedophilic, invasive to another’s privacy, harmful to minors, racially or ethnically objectionable, disparaging, relating or encouraging money laundering, gambling, or otherwise unlawful in any manner whatsoever;

(d)Not contain information that is discriminatory or that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(e)Not violate any of the Policies;

(f)Not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition or false advertising) or promote any activities which may violate any applicable laws; and

(g)Not contain any link directly or indirectly to any other websites, which includes any content that may violate these Terms of Use or any of the Policies.

8.3

You agree not to upload, host, display, publish, share or otherwise make available on the Platform any content or information that:

(a)Belongs to another person and to which you do not have any right to;

(b)Contains any content that is non-compliant with these Terms of Use or the Privacy Policy, as amended from time to time; or

(c)Infringes any intellectual property rights of any third party.

8.4

You further represent, warrant and agree that you will:

(a)Access and use the Platform and Trepup Services in compliance with all applicable laws and the Policies;

(b)Conduct your business transactions with other Users of the Platform in good faith;

(c)Not use the Platform and Trepup Services to defraud any person or entity (such as by listing stolen items or using stolen credit and debit cards);

(d)Not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

(e)Not directly or indirectly solicit the account information of other Users or access or try to access any Trepup Account that does not belong to you;

(f)Not probe, scan or test the vulnerability of the Platform or any network connected to the Platform and Trepup Services or breach the security or authentication measures on the Platform or any network connected to the Platform;

(g)Not extract data from the Platform;

(h)Not impose an unreasonable or disproportionately large load on the Platform infrastructure;

(i)Not attempt to circumvent the regular operation of the Platform or reduce the fees or consideration that we may derive from the Platform by any means, including redirecting traffic or following other fraudulent or deceptive practices;

(j)Not collect User information through automated means, including, but not limited to, bots, robots, spiders and scrapers without our prior written permission;

(k)Not export the Platform, except in compliance with the Export Control Policy;

(l)Not reproduce, duplicate, copy, sell, visit, distribute, use or otherwise exploit the Platform for any commercial purposes, except as in accordance with the Policies;

(m)Not facilitate or encourage any violation of these Terms of Use or the Policies, including the Privacy Policy, as amended from time to time;

(n)Not make any statements or comments on the Platform which is/are inaccurate, false, unfair or defamatory to us or other Users or which violates the legal right of others;

(o)Not engage in spamming or phishing activities;

(p)Not engage in any other unlawful activities (including without limitation those which would constitute a criminal offense or give rise to civil liability) or encourage or abet any unlawful activities or use the Platform and Trepup Services for cyberterrorism;

(q)Not attempt to copy, reproduce, exploit or expropriate Trepup’s various proprietary directories, databases and product listings;

(r)Not introduce any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any hardware or software system, data or personal information;

(s)Not undertake any actions to undermine the integrity of the data, systems or networks used by us in the Platform and/or any User of the Platform or gain unauthorized access to such data, systems or networks;

(t)Not, and are not, and your directors, officers, controlling parties, affiliates are not persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities in any of the legal jurisdictions in which any of the foregoing persons or entities are organized or have operations;

(u)Not do anything that threatens the unity, integrity, defense, security or sovereignty of the jurisdiction whose laws you are subject to, friendly relations with foreign states, public order, or causes incitement to the commission of any cognizable offense, prevents investigation of any offense or is insulting to any other nations;and

(v)Not engage in any activities that would otherwise create any liability for us or our affiliates.

8.5 You agree to be fair, accurate and non-disparaging while leaving comments, feedback, testimonials and reviews on or about the Platform or Trepup Services.

8.6 You will not falsely represent yourself as a consumer and post reviews about your products or misrepresent the quality or the features of products listed by you on the Platform.

8.7 You understand that some Products may be offered from outside the country you reside in. You agree and acknowledge that you are responsible for complying with all laws and regulations applicable to the purchase of such Products.

8.8 You further agree and acknowledge that any dispute with respect to the Platform or Trepup Services shall be resolved in accordance with the Dispute Resolution Policy. In the event of any dispute between Users for alleged breach of Policies, you are requested to contact us in the manner set out below. We will review such complaint and take appropriate action as we deem fit in our sole discretion. In certain circumstances, Users may seek contact details of other Users on the Platform from us. We will review such requests and provide the relevant information, if in our sole judgment, we are required to do so under the Policies and law.

9.

User Content

9.1 In addition to product listings on the Platform, you may post ratings and reviews, comments, photos, videos and other content, submit suggestions, ideas, questions or other information and content relating to products. You may not use the Platform to post or forward any content that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, pyramid schemes or any form of spam or unsolicited or irrelevant commercial electronic messages. You may not use a false email address, impersonate any person or entity, or otherwise mislead about the origin of any User Content. We reserve the right (but not the obligation) to remove or edit User Content in accordance with the Content Policy, but we may not regularly review any User Content.

9.2 We reserve the right in our sole discretion to remove or reject any User Content that you submit, post or display on the Platform, which we reasonably believe is unlawful, violates these Terms of Use, could subject us or Trepup affiliates to liability, or is otherwise found inappropriate in Trepup’s sole discretion.

9.3 You represent and warrant that you have all rights to provide the User Content on the Platform and that such User Content does not and will not violate any third-party rights, including any intellectual property rights and privacy rights.

9.4 You grant to Trepup and its Users a royalty-free, non-exclusive, irrevocable, perpetual, sublicensable, assignable, unrestricted, worldwide right and license to use, store, display, reproduce, save, modify, create derivative works and distribute your User Content for all our business purposes, including for the purposes of operating, developing, providing and using Trepup Services. Such license will not be deemed to lapse pursuant to any applicable law by reason of Trepup and/or any Users not using such User Content for any period of time. Nothing in these Terms of Use shall otherwise restrict any other rights that Trepup may have with respect to User Content. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms of Use or the Policies. You authorize us to use automated tools to translate your User Content and member-to-member communications, in whole or in part, into local languages where such translation solutions are available. We may provide you with tools that will enable you to translate User Content at your request. The accuracy and availability of any translation is not guaranteed by Trepup.

10.

Contacting you

10.1

By creating a Trepup Account and/or using Trepup Services, you provide us your consent to contact you using your registered email ID, your phone number and any other contact information such as your social media account that you have linked with your Trepup Account for the following reasons:

(a)Notify you of information regarding your Trepup Account;

(b)Troubleshoot problems with your Trepup Account;

(c)Resolve a dispute;

(d)Collect a debt;

(e)Poll your opinions through surveys or questionnaires;

(f)Service your Trepup Account or enforce the Terms of Use, the Policies, applicable law, or any other agreement we may have with you;

(g)Notify you of various offers and promotions or related marketing communications; or

(h)Notify you for any of our other business purposes.

10.2 If Trepup provides you with information about another User, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a User’s information to a third party for purposes unrelated to the Products. Additionally, you may not use User information for marketing purposes, via electronic or other means.

11.

Intellectual property

11.1 The name “Trepup” and all corresponding marks, logos, designs, trade dress and trademarks that we use in connection with the Platform and Trepup Services are our intellectual property and can only be used in accordance with the Brand Guidelines Policy.

11.2 All intellectual property on the Platform and in the proprietary material, User Content and information made available on the Platform, including the graphics, images, photographs, logos, trademarks, the appearance, organization and layout of the Platform and the underlying software code belong to us.

11.3 Subject to the license granted to us in the User Content in accordance with these Terms of Use, the content that you provide to us for display as a product listing on the Platform shall at all times remain your property. However, the manner in which it is displayed and compilation of your User Content with those of third-party provided or sourced content, any and all logos, graphics, text, icons, images, audio clips, digital downloads, data compilations, software and all derivative works created using any of the User Content shall be deemed and shall remain the property of Trepup or its Users who have uploaded such materials and will be subject to protection under applicable laws.

11.4 You must not copy, modify, alter, decompile, reverse engineer, publish, broadcast, distribute, sell or transfer (whether in whole or in part) any such material, except as expressly permitted in these Terms of Use.

11.5 If you believe any User Content or any other aspect of the Platform infringes your intellectual property rights, you may notify us in accordance with the Intellectual Property Policy.

12.

Indemnity

12.1 You agree to indemnify and hold harmless Trepup and its affiliates, officers, directors, employees and agents, from and against any claims, disputes, demands, proceedings, suits, liabilities, damages, losses, costs, taxes and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, proceedings or suits brought by third parties), in any way related to your access to or use of Trepup Services, your User Content and products, your breach of any of these Terms of Use, the Privacy Policy or Policies or any dispute in relation to a transaction involving a Product listed on the Platform.

12.2 You further agree that Trepup is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you.

12.3 We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.

12.4 You can share and collaborate on a store that you create on Trepup with up to five people (“Multiple Use”) in accordance with the Trepup Store Policy. You acknowledge that access permission is at your sole risk and it is your duty to immediately inform us of any actual or suspected misuse of such permission. You are solely responsible to maintain the security of the store, we shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate the store without liability to you.

12.5 You acknowledge that any unauthorized use of your store may cause irreparable breach to us or the Platform and you agree to hold harmless Trepup and its affiliates, officers, directors, employees and agents, from and against any claims, disputes, demands, proceedings, suits, liabilities, damages, losses, costs, taxes and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, proceedings or suits brought by third parties), in any way related to the Multiple Use of your store. You also agree that in the case of Multiple Use of your store or your failure to maintain the security of your store, we shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate the store without liability to you.

13.

Availability of the Platform and Trepup Services

13.1

We do not warrant that:

(a)The Platform will be constantly available or available at all. We shall have no liability to you for any interruption or delay in access to the Platform and Trepup Services used through it, irrespective of the cause;

(b)The information on the Platform or given through Trepup Services is complete, true, accurate or non-misleading;

(c)The Platform is secure or free of viruses, trojans or other malware; or

(d)The User Content of the Platform does not infringe any intellectual property rights.

13.2 The access to the Platform may also be occasionally suspended or restricted or certain features may be unavailable to allow for scheduled maintenance, repairs or upgrading the Platform and Trepup Services at any time without prior notice.

13.3 We reserve the right to modify the Platform, our technology and the basis on which Products are listed from time to time. This may vary the results that you derive by using the Platform.

14.

Disclaimer and limitation of liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, TREPUP SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND TREPUP HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS AND UNDERTAKINGS ARE HEREBY EXCLUDED.

14.2 TREPUP MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS, TIMELINESS, APPLICABILITY OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE PLATFORM. FURTHER, TREPUP DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OFFERED OR DISPLAYED ON THE PLATFORM DOES NOT VIOLATE ANY THIRD-PARTY RIGHTS. TREPUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OFFERED OR DISPLAYED ON THE PLATFORM.

14.3 Trepup takes no responsibility and assumes no liability for any User Content. User Content that you or any other User or third-party posts or transmits using the Platform is for general information purposes only and does not constitute any advice or opinion. You understand and agree that you may be exposed to User Content that is erroneous, offensive, unsuitable for children or otherwise unsuited to your purpose.

14.4 Any material downloaded or otherwise obtained through the Platform and Trepup Services is done at each User’s sole discretion and risk, and each User is solely responsible for any damage to its own or to Trepup’s computer systems or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User on the Platform, or through or from the Platform shall create any warranty not expressly stated herein.

14.5 Any guidance we provide with respect to Products is solely informational and you may decide to follow it or not. We have no control over and do not guarantee the existence, quality, safety or legality of items advertised, the truth or accuracy of Products, the ability of stores to sell items, the ability of buyers to pay for items, or that any transaction will be completed.

14.6 Notwithstanding any of the foregoing provisions, the aggregate liability of Trepup, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each User for all claims arising from the access to or use of the Platform during any calendar year will not exceed 100 Swiss francs.

14.7 The limitations and exclusions of liability to you under these Terms of Use shall apply to the maximum extent permitted by law and shall apply whether or not Trepup has been advised of or should have been aware of the possibility of any such losses arising.

15.

Information and Privacy Policy

15.1 We reserve the right to store and retain any and all information provided by you, including Trepup Services used, products listed by you, and details of the transactions conducted on the Platform for our business purposes as well as to comply with applicable laws.

15.2 Any personal information you supply to us when you use the Platform and Trepup Services will be used in accordance with the Privacy Policy.

16.

Third-party links

16.1 The Platform includes hyperlinks to various external websites, applications, content, or resources and may also include advertisements (“Third-Party Links”). We have no control over such Third-Party Links present on the Platform, which are provided by individuals or organizations other than us. You acknowledge and agree that we are not responsible for any collection or disclosure of your information by external websites, applications, individuals or organizations thereof. The presence of any Third-Party Links on the Platform cannot be construed as a recommendation, endorsement or solicitation of any material or content present on such Third-Party Links, or any other material on or available through such Third-Party Links.

16.2 You further acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the collection and/or disclosure of your information through such Third-Party Links or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available through such Third-Party Links. This will include all transactions and information transmitted on such Third-Party Links between you and any third-party websites, applications or resources. All transactions undertaken by you on the Third-Party Links are strictly bipartite. We shall not be liable for any disputes arising from or in connection with such transactions between you and such third parties.

16.3 Such third-party websites and external applications or resources accessible using Third-Party Links may have their own privacy policies governing the collection, storage, retention and disclosure of your information that you may be subject to. We recommend that you exercise reasonable diligence, as you would in traditional offline channels and practice judgment and common sense before committing to any transaction or exchange of information, including but not limited to reviewing the third-party website or application’s privacy policy.

16.4

You may have the option of integrating Trepup Services with other third-party services, technologies or platforms on your desktop, permitted websites and/or your mobile phone. We may offer you widgets that, among other things, have countdowns to various launches. These integrations may require you to input personal information or access or use personal information. The integrations may do the following:

(a)Check for updates automatically and transmit your information to their server and/or search engine;

(b)Send information entered into or accessed by the technology to its server and/or search engine; and

(c)Be visible to the public if embedded on publicly available web pages (such as social networking web pages), depending upon the policies of that website.

17.

Force majeure

Under no circumstances shall Trepup be held liable for any delay, failure or disruption of the Platform and Trepup Services accessed or delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, acts of hackers or third-party Internet Service Provider (ISP), electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, lockouts, labor disturbances, shortages of labor or materials, fires, floods, storms, pandemics, explosions, acts of God, wars, omissions, delays in action by any governmental authority, embargoes, orders of domestic or foreign courts or tribunals or non-performance of third parties or any other cause beyond our reasonable control.

18.

Governing law

You agree that these Terms of Use and the Policies and any and all rights and obligations between you and Trepup in connection with the access to and use of the Platform and Trepup Services shall be governed and construed in accordance with the substantive laws of Switzerland (excluding Swiss private conflict of law rules and international treaties, in particular the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980).

19.

Jurisdiction

Any dispute arising out of or in connection with these Terms of Use and the Policies, including disputes on the conclusion, the binding effect, the amendment and the termination, shall be submitted to the exclusive jurisdiction of the courts of Zug, Switzerland.

20.

General terms

20.1

Revision of Terms of Use

Trepup reserves the right to revise these Terms of Use and any of the Policies at any time. If we believe that a revision is material, we may notify you. We further reserve the right to determine the most appropriate manner of providing notifications to you, and you agree to receive notices electronically if we so choose. You are advised to review these Terms of Use and the Policies periodically. Your continued access or use of Trepup Services once a revision becomes effective will mean that you accept the revised Terms of Use and agree to be bound by them. If you do not agree to the revised Terms of Use, then stop accessing the Platform or using Trepup Services.

20.2

Assignment

These Terms of Use, and any rights and licenses granted hereunder, are personal to you and may not be transferred or assigned by you. Any attempted transfer or assignment shall be null and void. Trepup will be entitled to freely assign these Terms of Use, rights, obligations or licenses granted hereunder.

20.3

Severability

These Terms of Use, together with the Privacy Policy and the Policies and any other agreements you may enter into with Trepup in connection with Trepup Services shall constitute the entire agreement between you and Trepup. If any provision of these Terms of Use or any of the Policies is deemed invalid, then the validity, legality and enforceability of the remaining provisions will not be affected and only that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Use and the Policies will remain in full force and effect.

20.4

Waiver

Failure or delay to assert any right of provision under these Terms of Use or any of the Policies shall not be construed as a waiver by Trepup of any of its rights hereunder. A specific waiver of a term in these Terms of Use or any of the Policies shall not be deemed as a continuing waiver of such term or any other terms.

20.5

Relationship between the Parties

Use of the Platform and Trepup Services does not create any association, partnership, joint venture or relationship of principal and agent, master and servant or employer and employee between you and Trepup.

21.

Grievance redressal

We will redress your grievances and concerns surrounding purchase of Trepup Services in accordance with applicable law.

22.

Contact us

22.1 This document is an electronic record and is generated by a computer system and does not require any physical or digital signatures.

22.2

If you have any additional questions or require further clarification regarding these Terms of Use and any of the Policies, please contact us at any time using the details below:

Trepup.com AG Attn: Legal Operations Dorfstrasse 16 Baar, Zug 6341 Switzerland Email: legal@trepup.com

These Terms of Use were effective until 31 December 2020.

1.

General

These Terms of Use ("Terms") form an integral part of Trepup's (hereafter "Trepup", "we" or "us") policies which govern your access to and use of Trepup's products, including without limitation the use of the content on Trepup's website, products and services (collectively the "Products", each a "Product").

The use of our Products is also subject to the Privacy Policy and other policies (collectively the "Policies"). By using our Products, you (hereafter "User" or "you") agree to use them in accordance with these Terms and the Policies.

Please go through these Terms and the Policies in detail, and contact us if you have any questions or require any clarifications.

2.

Using Trepup

2.1

Can you use Trepup?

You may use our Products only if you are eligible to enter into a valid agreement with Trepup and comply with these Terms and all laws and regulations that may be applicable to you. You must be at least 18 years old and not otherwise prohibited from using the Products. When you create your user account ("Trepup Account"), you must provide us with accurate and up-to-date information. If you open an account on behalf of a business, organization or any other entity, then for the purposes of these Terms (a) "you" shall include you and the entity you are acting on behalf of, and (b) you represent and warrant that you are authorized to grant the necessary permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.

2.2

Your right to use Trepup

You will only use our Products by respecting Trepup's Brand Guidelines and our proprietary rights. Subject to your continued acceptance and adherence to these Terms and the Policies, we hereby grant to you a limited, non-exclusive, personal, non-assignable, non-sublicensable and revocable license to access and/or use our Products. Some of our Products may include software that is downloaded to your computer, phone, tablet or other device. You agree that we may automatically upgrade these Products, and these Terms will continue to apply to such upgrades. We may provide all or parts of our Products either free-of-cost or charge a fee or a combination of the two, and reserve the right to introduce, increase, reduce or abolish any such fee for any part or all of the Products. You understand that at times our Products may not be available due to upkeep and maintenance purposes or for reasons beyond Trepup’s control for which Trepup shall not be bound to give you any notice. All content and information on the Products may be changed or updated without notice.

3.

Content

3.1

Content posted by you

Trepup allows you to post content, including photos, videos, links and other information. Anything that you post or otherwise make available on our Products is referred to as user content ("User Content"). You warrant and represent that you are entitled to post the User Content as the lawful owner of the User Content or that you have been authorized by the proprietor of the User Content to post the User Content.

You retain all rights in and are solely responsible for the User Content you post to Trepup and agree to ensure that it complies with these Terms, applicable laws and the Policies. You agree to ensure that the User Content posted by you (a) does not infringe the rights of third parties, particularly intellectual property rights in the broad sense (e.g., copyright or trademark rights) or personality rights, and (b) is not illegal because it constitutes a criminal offence in the areas of pornography, the portrayal of violence, racism or libel, or otherwise immoral, discriminating or offending public morality ("Unlawful User Content").

3.2

Ownership and usage of your User Content

You grant to Trepup and its users a royalty-free, non-exclusive, freely transferable, irrevocable, perpetual, sublicensable, worldwide license to use, store, display, reproduce, save, modify, create derivative works and distribute your User Content on Trepup for the purposes of operating, developing, providing and using our Products. Nothing in these Terms shall otherwise restrict any other rights that Trepup may have with respect to User Content. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or the Policies.

3.3

Deletion of your User Content

Following deactivation or deletion of your Trepup Account (for further details, refer to Section 4.2 of the Privacy Policy), or if you remove any User Content from Trepup, we may retain your User Content for a maximum period of 180 days unless we are obliged to retain archived copies of your User Content as required by law or for legitimate business purposes, including helping address fraud and spam (for further details, refer to Section 8.3 of the Privacy Policy). In addition, Trepup and its users may retain and continue to use, display, reproduce, share, store, modify, create derivative works and distribute any of your User Content that other users have shared or stored through Trepup. You understand and agree that even if you deactivate your Trepup Account or remove some User Content, it may still appear in online searches. For further details, refer to the Privacy Policy.

3.4

Feedback you provide

Your feedback is valuable to us and we are always interested in learning from you the ways we can make Trepup better. If you choose to submit comments, ideas or feedback, you agree that we are free to use or reject them without any restriction, acknowledgment or compensation to you. By accepting your submission, Trepup does not waive any rights to use similar or related feedback previously known to Trepup or developed by its employees or obtained from sources other than you, and you hereby allow Trepup to use the same.

4.

Removal of Unlawful User Content and report of abuse

Trepup actively monitors User Content made available by users in connection with the Products. We reserve the right to remove or alter, at our own discretion, User Content for any reason, including for violation of these Terms, applicable laws or the Policies or because we consider the User Content to be Unlawful User Content.

If you wish to report alleged Unlawful User Content in connection with the Products, we ask you to go to the page you want to report and click Report page and follow the on-screen instructions by selecting a topic that best describes the issue. Alternatively, you may contact us with (a) your name and email address, (b) identification and description of the alleged Unlawful User Content with the link to the Trepup page where the alleged Unlawful User Content can be found, (c) explanation and reason why the alleged User Content is Unlawful User Content, and (d) in case you claim the infringement of intellectual property rights, proof that you are the owner or lawful user of intellectual property rights which are allegedly infringed by the Unlawful User Content (e.g., excerpts of trademark registers, material protected by copyrights, etc.). Upon receipt of your notice, we will review the page and, in our sole discretion, take whatever action deemed to be appropriate, including the removal of the challenged User Content should we consider such User Content as Unlawful User Content. If we remove Unlawful User Content, we may also notify the provider of the challenged User Content in order for such user to submit a counter notice.

5.

Third-party links, websites and services

Our Products may contain links to third-party websites, advertisers, services, special offers or other events or activities that are not owned, sponsored, controlled or in any way affiliated to Trepup. We do not endorse, recommend or assume any responsibility for any third-party websites, information, materials, products or services, and recommend that you review their terms of use before accessing or using them. You access any third-party website, service or content at your own risk, and you agree that Trepup will have no liability arising from your use of or access to them.

6.

Security

Your security is of prime importance to us. While we work to protect the security of your Trepup Account and User Content, Trepup cannot guarantee that unauthorized third parties will not be able to defeat our security measures. We request that you keep your password secure and that you notify us immediately if you learn of any breach or of any compromise or unauthorized use of your Trepup Account.

In the event of a security breach that may affect you in any way, Trepup will inform you in detail. You are then asked to immediately follow our instructions.

7.

Disclaimer

The Products are provided on an "as is" basis without warranty of any kind, whether express or implied.

TREPUP SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Trepup takes no responsibility and assumes no liability for any User Content. User Content that you or any other user or third-party posts or transmits using our Products is for general information purposes only and does not constitute any advice or opinion. Trepup gives no assurance or warranty whatsoever regarding the accuracy, authenticity, timeliness or applicability of any of the User Content. You understand and agree that you may be exposed to User Content that is erroneous, offensive, unsuitable for children or otherwise unsuited to your purpose.

8.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TREPUP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGE, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY AGREEMENT ENTERED INTO BY YOURSELF BASED ON THE USE OF THE PRODUCTS, (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY AND/OR USER CONTENT OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT. IN NO EVENT SHALL TREPUP'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCTS EXCEED 100 SWISS FRANCS.

9.

Indemnity

You undertake to use our Products only in accordance with all applicable laws and regulations. You agree to indemnify and hold harmless Trepup and its affiliates, officers, directors, employees and agents, from and against any claims, disputes, demands, proceedings, suits, liabilities, damages, losses, costs, taxes and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, proceedings or suits brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms, the Privacy Policy or any other Policies.

10.

Termination

Trepup may without notice or cause terminate or suspend this license at any time. Upon termination, you agree to be bound by these Terms, which shall survive such termination.

11.

Governing law

You agree that these Terms and the Policies and any and all rights and obligations between you and Trepup in connection with the access to and use of Trepup's website and Products shall be governed and construed in accordance with the substantive laws of Switzerland (excluding Swiss Private conflict of law rules and international treaties, in particular the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980).

The Products are controlled, developed and operated in accordance with the laws of Switzerland, and we make no representations that they are suitable or available for use in other locations.

12.

Jurisdiction

Any dispute arising out of or in connection with these Terms and the Policies, including disputes on the conclusion, the binding effect, the amendment and the termination, shall be submitted to the exclusive jurisdiction of the courts of Zug, Switzerland.

13.

General Terms

13.1

Revision of Terms

Trepup reserves the right to revise these Terms and the Policies at any time. If we believe that a revision is material, we may notify you. We further reserve the right to determine the most appropriate manner of providing notifications to you, and you agree to receive notices electronically if we so choose. You are advised to review these Terms and the Policies periodically. Your continued access or use of the Products once a revision becomes effective will mean that you accept the revised Terms and agree to be bound by them. If you do not agree to the revised Terms, please stop using our Products.

13.2

Assignment

These Terms, and any rights and licenses granted hereunder, are personal to you and may not be transferred or assigned by you. Any attempted transfer or assignment shall be null and void. Trepup will be entitled to freely assign these Terms, rights, obligations or licenses granted hereunder.

13.3

Severability

These Terms, together with the Privacy Policy and the Policies and any other agreements you may enter into with Trepup in connection with the Products, shall constitute the entire agreement between you and Trepup concerning the Products. If any provision of these Terms is deemed invalid, then the validity, legality and enforceability of the remaining provisions will not be affected and only that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms and the Policies will remain in full force and effect.

13.4

Waiver

Failure or delay to assert any right of provision under these Terms shall not be construed as a waiver by Trepup of any of its rights hereunder. A specific waiver of a term in these Terms shall not be deemed as a continuing waiver of such term or any other terms.

13.5

Force Majeure

Trepup will not be held liable or responsible for failure or delay in performance of providing any of the Products from any cause beyond our reasonable control. Such failure or delay may arise in connection with, including, but not limited to, fire, floods, embargoes, power outages, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances and acts, omissions or delays in acting by any governmental authority, or acts of hackers or third-party Internet service providers.

13.6

Parties

Trepup is a worldwide service and our reference to Trepup in these Terms includes Trepup.com AG and its affiliates. These Terms are an agreement between you and Trepup.com AG, a Swiss company with its registered office at Dorfstrasse 16, CH-6341 Baar, Switzerland. If you have any questions about these Terms, please contact us.

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