Terms of Use of METRO AG

1. Scope. 1.1. These general terms of use (“Terms of Use”) shall apply to the participation in the Own Business Day Platform (“Platform”) of METRO AG, Metro-Straße 1, 40235 Düsseldorf Germany (“Provider”) by the registered companies pursuant to § 14 German Civil Code (BGB) (“User”). 1.2. The version of the Terms of Use applicable at the time of registration shall apply to the contractual relationship with Provider. The Terms of Use apply exclusively, conflicting or deviating terms and conditions of the User shall not apply and Provider hereby refuses application of such terms and conditions. 2. Purpose of the Platform. 2.1. The Provider uses the Platform to market the Own Business Day (“OBD”). Users have the possibility to promote special offers on the Platform for the IDOOB and provide information, links to external content and other data (together “Third Party Content”). Consumers may use the Platform to learn about relevant Third Party Content in their area. 2.2. Consumers have access to the Platform in addition to Users. Registration for the Platform is not possible for consumers. 3. Registration. 3.1. Users have to provide necessary information requested during the sign-up process prior to the registration with the Platform. 3.2. Successful registration will be confirmed by the Provider. The Provider decides in their sole discretion on admission of Users to the Platform. 3.3. It is not mandatory to be a Metro/Makro customer in order to register. 4. Costs. Registration with and use of the Platform is free of cost. 5. Obligations of the User. 5.1. The User is obliged to update and - if necessary - to correct its information and offers on a regular basis, in particular to comply with applicable legal or legally binding provisions. 5.2. The User shall name a contact person for the communication between Provider and User. This contact person must provide a valid email address to the Provider in the application process. 5.3. Besides Third Party Content the User is allowed to promote the OBD only with promotional material provided by the Provider or another Metro Group company. 5.4. The User is not allowed to install or provide technical programs, program sections, scripts or other data of any kind, including viruses, Trojans, other malicious codes, Cookies, Flash-Cookies or tracking pixels, via or relating to Third Party Content or by other means (as a whole “Forbidden Technologies”). The User guarantees to provide Third Party Content free from Forbidden Technologies. 5.5. The User shall comply with applicable laws when using the Platform and providing Third Party Content. User shall in particular act in accordance with the provisions of the General Data Protection Regulation, the German Federal Data Protection Act (Bundesdatenschutzgesetz), the German Law On Unfair Competition (Gesetz gegen den unlauteren Wettbewerb), the copyright, the trademark law, the German Price Indication Regulation (Preisangabenverordnung) as well as the food law. 5.6. The User shall in particular not make available, store, distribute or transmit any content which violates the personal or intellectual property rights of third parties; contains false or misleading factual claims; threatens, slanders, is obscene, hurtful, harassing, racially or ethnically offensive or otherwise harmful; encourages illegal activities; depicts images of sexual acts; promotes unlawful violence; is discriminatory in relation to race, gender, skin colour, belief, sexual orientation, disability; is capable of sustainably endangering peace in the business; or is otherwise illegal, injures or harms individuals, or infringes the property or other rights of third parties. 5.7. It is prohibited to upload content in which persons can be identified, if the consent of these persons is not present and thereby interferes with their personal rights. 5.8. The User shall indemnify the Provider and hold harmless from any claims of third parties against the Provider relating to and/or arising from infringements of rights by the User. 6. Rights of the Provider. 6.1. The Provider is entitled to limit the User´s access to the Platform if the User breaches any of its duties arising from Sec. 5. The Provider shall inform the User immediately about such limitation. Sec. 6.2 remains unaffected. 6.2. The Provider is entitled to terminate the agreement with User without notice and to delete all Third Party Content by the User if the User is in breach of their duties arising from Sec. 5 culpably and repeatedly. The same shall apply if the User´s breach of their duties is substantial and/or there is a risk of substantial damage. 7. Responsibility for Third Party Content. 7.1. The Provider is not responsible for Third Party Content. In particular the Provider does not ensure that Third Party Content is accurate, lawful and/or meets a certain purpose or may serve such a purpose. 7.2. Content that is provided by the Provider is expressly marked as own content. 7.3. Beneficiaries, in particular holders of copyrights, trademark rights or other property rights, can report and apply for the removal of Third Party Content that infringes their rights. Users can inform the Provider about illegal use of the Platform at any time (contact). This includes the use of false statements regarding the identity of the User or its company (identity theft). 7.4. The Provider is entitled to remove such Third Party Content immediately if it is obviously illegal and/or there is a risk that substantial damage may occur to Provider if not removed. The affected User can prove the legality of the Third Party Content to the Provider in order to publish this content further on or again on the Platform. 8. Term of the agreement; termination. 8.1. Provider and User enter the agreement for the use of the Platform for an indefinite term. Provider and User may terminate the agreement in accordance with the following: The User is entitled to terminate the agreement at any time without notice. The Provider is entitled to terminate the agreement with seven (7) days prior notice. The right of termination arising from Sec. 6.2 shall remain unaffected. 8.2. The Provider is entitled to cease the Platform if it is required or necessary due to economic conditions or by law. 9. Rights of use. 9.1. The User transfers to the Provider a royalty-free, non-exclusive, transferable, territorially not restricted right to use any media, information, logos, graphics, photos and other material (“Material”) provided under the agreement for the use on and/or relating to the Platform, and in particular to use the Material on any social media channel, e.g Facebook, Twitter. 9.2. The User warrants to have the full legal capacity to grant the rights as set out in Sec. 9.1. The User shall indemnify the Provider from any claims of third parties against the Provider relating to or arising from the Material. 9.3. The Provider transfers to User a royalty-free, non-exclusive right to use the Activation Kit for the use on and relating to the Platform. 10. Communications. By accepting these Terms of Use and providing an email address for the Platform, the Provider may use the User’s email address for sending direct advertising for similar goods or services. This includes, but is not limited to, sending OBD communications with relevant information related to OBD participation, e.g. information on how to improve special offers and reminders for OBD activities or notifications about OBD events in upcoming years. The User may object to sending advertising emails at any time, e.g. by sending an email to datenschutz@metro.de 11. Liability and Indemnification. 11.1. The Provider shall be liable for intent and gross negligence as well as for the ordinary negligent injury to body, life or health. The liability for simple negligent breach of contractual obligations, whose fulfilment makes the due performance of the contract possible in the first place, where the contractual partner regularly relies on and may rely on compliance with such obligation (cardinal obligations) is limited to the typically foreseeable damage. Further compensation of damages and costs irrelevant on whatever legal grounds, including but not limited to violation of obligations resulting from contract or law, shall be excluded. 11.2. The Provider is liable for material and legal defects of the Platform and/or the Activation Kit only if the Provider has fraudulently concealed a material and/or legal defect. Any liability or guarantee that the Platform and/or the Activation Kit are free of any material or legal defects shall be excluded. 11.3. The Provider shall be liable only for the loss of data to the extent that User saves it in intervals appropriate for their application, but at least once a day, in a machine-readable form and thus warrants that this data can be restored at a reasonable expense. Failure to perform such backups will limit liability to the expense required to recover the data from a proper data backup, and the damage caused by the loss of current data that would have been lost even with daily backup. 11.4. By accepting the Terms of Use, the User declares that he or she has sufficient legal capacity to create an account in the name of the specified business, as well as to publish special offers on the Platform for this business. The User shall indemnify the Provider against all possible damages resulting from a missing or insufficient authorization or legal capacity including, but not limited to, costs for legal action. 12. Right of modification. The Provider reserves the right to amend or supplement these Terms of Use to the extent reasonably necessary for the purpose of the Provider, and User is not adversely affected hereby under the principle of equity and good faith. Such amendments and supplements are communicated to the Users by the Provider in text form (e.g. email). Amendments and supplements shall be deemed approved unless the User objects in writing within one month after notice. The Provider shall refer to this consequence in the prior information about the amendments and supplements accordingly. The Provider is entitled to terminate the agreement if the User enters an objection. 13. Final provisions. 13.1. For any legal disputes between the parties relating to and/or in connection with the use of the Platform the law of the Federal Republic of Germany shall apply exclusively. 13.2. The exclusive place of jurisdiction is Düsseldorf, Germany. However, Provider remains entitled to enter an action or initiate other legal proceedings at the User's place of general jurisdiction. Sec. 40 subs. 2 German Code Of Civil Procedure (ZPO) shall remain unaffected. 13.3. In case that individual provisions of these Terms of Use are or become invalid or should these Terms of Use be found to be incomplete, the validity of the remaining provisions remains unaffected. The contracting parties shall be obliged to agree a valid provision instead of the invalid provision which comes as close as possible to the economical purpose of the invalid provision.