Legal

Last Updated: October 9th, 2020

These General Business Terms and Conditions (“Terms”) apply to all products and services provided by kwarkium AG (“kwarkium ,” “we” or “our”) and govern your use of the following Products: kwarkium platform, and the following Services: customer support for our products, our website, our blog, and our forums (together, the “Services”). We may add or remove Products and/or Services with or without notice.

kwarkium is an online matchmaking platform between vendors and social sellers. Vendors are companies, organisations or people who sell goods and/or services. Social sellers are people, organisations or companies which are willing to promote the vendors’ goods or services to their network. For any advertising leading to a successful transaction, the vendor shall pay the social seller via kwarkium remuneration in a previously specified amount.

1. General Conditions

1.1. In order to use our Services you must be 13 years of age or older. If you are between 13 and 18 years of age, you must have your parent or legal guardian’s permission to use our Services. You must not access our Services or accept the Terms if you are a person who is either barred or otherwise legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Services. By accessing and/or otherwise using our Services, you agree to comply with all local and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Your use of the Services may also be subject to other laws. If you do not agree with all of the Terms, you should discontinue your use of our Services.

1.2. We reserve the right to modify the Terms from time to time, in which case the new Terms will supersede prior versions. If we make material or significant changes to these Terms, we will notify you within our Services. We archive former versions of the Terms, which are available upon request. Your continued use of our Services will signify your acceptance of the changes to these Terms.

1.3. kwarkium does not offer services for certain products, including, but not limited to, liquor, weapons, pornography, racism, or products that are discriminatory or illegal.

2. Conclusion of the agreement

2.1. To participate in the kwarkium network, vendors and social sellers must register on our website (kwarkium.com). 

2.2. Each social seller must have a bank account. kwarkium reserves the right to verify the social sellers’ personal data. Registration with the kwarkium Network is not transferable.

2.3. By completing the registration form and accepting the present General Business Terms and Conditions, the social seller submit an offer to conclude an agreement for their participation in the kwarkium Network.

2.4. If kwarkium accepts the offer, it will confirm this by e-mail. kwarkium reserves the right to refuse an offer without citing any reasons for its refusal; in such case, the data transmitted with the registration form will be deleted without delay.

2.5. There is no contractual agreement between the vendor and the social seller, only between kwarkium and the vendor, and kwarkium and the social seller.;

2.6. The registration with and participation in the kwarkium network is free of any charge.

2.7. The agreement can be terminated from both sides at any time.

3. kwarkium account

3.1. Your kwarkium account may be created and assigned to you by the administrator. To protect your account, keep your credentials confidential.

3.2. You are responsible to insert and/or update your correct data. kwarkium cannot be held responsible for any damages based on incorrect provided data.

4. Kampaign details

4.1 As a vendor you are free to design, launch, pause, stop and prolong your kampaign within the provided parameters at any given time. kwarkium has the right to refuse the activation of any kampaign. 

4.2 If you as a vendor have launched a kampaign, the only parameter which can be modified afterwards is the duration of the kampaign. If you would like to adjust another parameter you have to stop the current kampaign and create a new one. 

5. Social Seller Participation 

5.1. As a vendor, kwarkium will only showcase your kampaign to the public once you have approved and launched it. This does not guarantee the participation of any given social seller.

5.2. As a social seller you do not have any right to be able to participate in any given kampaign, only if you meet the requirements defined by the vendor and if the capacity of the kampaign has not been exhausted. 

5.3 kwarkium is not responsible for the quality or legality of the content, including verbal and non-verbal communication of any form, that is generated by social sellers in the kampaign.

5.4 kwarkium cannot guarantee exclusivity of any kind for the channels of the social seller in your kampaigns. You understand that the content generated by Influencers can only be reused for media or communication purposes (including marketing, PR and advertisement), after acquiring explicit consent from the social seller.

5.5 Social sellers are free to chose the means of communication, only the usage of deal and coupon sites is prohibited. If a unique code is found on such a site, it will be disabled immediately. 

6. Third Party Data

kwarkium gathers and aggregates data from third party sources, including but not limited to Shopify, Woocomerce and other available APIs. The platform may contain calculations based on data from these third parties. For such data acquired from 3rd parties, kwarkium tries to validate them as well as possible but you understand that they might contain invalid or incorrect data, for which kwarkium is not responsible.

7. Payments, taxes, social securities and insurances

7.1 Once you as a vendor have approved and launched your kampaign on kwarkium, this contract is binding. Based on your defined kampaign details, we will invoice you the cumulated amount each month after the 30-days refund period has expired. The 30-days refund policy can not be altered, even if you as vendor offer a shorter or longer period to your customers. The full payment is due within 10 days after receiving the invoice. If you do not meet the 10-day deadline, we are entitled to inform the social sellers of your kampaign about your delay of payment. 

7.2 As soon as the vendor of your kampaign has transferred the full amount, you as social seller are entitled to have your kampaign earnings (performance based) paid out via bank transfer to your provided bank account. If the vendor does not meet the due date for payment we will notify you, but you have no right of payout until the vendor has transferred the full amount. 

7.3 Social sellers subject to turnover tax are under obligation to submit to kwarkium, as part of the contact details, their tax payer identification number issued by their local tax authority or the VAT identification number.

7.4 Social sellers are solely responsible to act in accordance to national taxes, social security and insurance laws. 

8. Using Our Services

8.1 All Services:

8.1.1. You agree to not share any non-public information or knowledge about how our system works, what its features and models are, or data contained within the Services with anyone not belonging to your organization. This applies in particular, but not exclusively, to direct competitors, and their affiliates or agents.

8.1.2. You agree not to use the Services in any manner that interferes with or disrupts the integrity or performance of the Services.

8.1.3. You agree not to decompile, decipher or reverse engineer the Services.

8.1.4. You agree not to remove any copyright or other proprietary notations.

8.1.5. You agree not to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, modify or copy the Services without our written consent.

8.1.6. You agree not to try to use the Services in violation of the Terms.

8.2. Using our Services does not give you the ownership of any intellectual property in our Services or the content you access.

8.3 We reserve the right to suspend or stop providing our Services to you if you do not comply with our Terms or policies, or if we are investigating suspected misconduct.

8.4. kwarkium may stop, remove, modify, or add (temporarily or permanently) Services, or features within our Services, at our discretion. Continued use of the Services constitutes your consent to these changes.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." KWARKIUM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, KWARKIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. KWARKIUM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

10 .Limitations of Liability

IN NO EVENT SHALL KWARKIUM OR ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS (BOTH DIRECT AND INDIRECT) WHETHER OR NOT KWARKIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT SHALL KWARKIUM’ AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT EXCEEDING THE PRICE PAID BY YOU FOR OUR SERVICES. FOR CLARITY, THIS REPRESENTS AN AGGREGATE LIMITATION OF LIABILITY FOR ALL LIABILITY EVENTS (TAKEN TOGETHER) AND NOT A PER LIABILITY EVENT LIMITATION OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE. KWARKIUM DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE KWARKIUM FROM ANY LIABILITY RELATING THERETO.

11. Severability

If any provision of the Terms is deemed to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified by the court and interpreted so as best to accomplish the original provision to the fullest extent permitted by the law. This will not invalidate any other part of the Terms. kwarkium’ failure to enforce at any time any provision of the Terms does not constitute a waiver of that provision or of any other provision of the Terms.

12 .Governing Law

Any claim relating to our Services shall be governed by Swiss law. You and kwarkium agree to submit to the exclusive jurisdiction of the courts located in Zug, Switzerland, to resolve any legal matter arising from the Terms.

13. Privacy Policy

kwarkium respects your privacy rights and recognizes the importance of protecting any information collected about you. Please read our Privacy Policy, the terms of which are incorporated herein, for more information about how we collect and use personal and non-personal data in relation to our Services.

Contact

If you require any additional information or have any questions about our Terms, please feel free to contact us by email at info@kwarkium.com.