GENERAL TERMS AND CONDITIONS - INOGA Individual & Business
Version 1.0, valid from January 2020

1 GENERAL

1.1

The present General Terms and Conditions ("GTC") are exclusively and for all business, contracts and business relations with Inoga.Finance Ltd., with seat at 20-22 Wenlock Road, N1 7GU - London, United Kingdom ("INOGA"), especially for business and business relations with/on online or electronic platforms or mobile applications of INOGA and related APIs of such a platform or application ("INOGA products"). Inoga.Finance Swiss GmbH is the parent company of several INOGA companies in different jurisdictions, including Ireland. In jurisdictions other than Switzerland, different rules may apply. INOGA offers services also in cooperation with third parties. For services of such third parties, their general terms and conditions may apply in addition to these GTC.

1.2

INOGA offers services only to persons of age and concludes contracts only with these persons.

2 INOGA CLIENT

2.1

Persons interested in using INOGA products must register with the respective INOGA system by providing INOGA with valid and truthful information according to the registration mask. A person who has successfully completed the registration process (which is confirmed by INOGA) is called "INOGA customer" and "you".

2.2

In order to use the trading options of an INOGA system you have to verify your account as an INOGA customer. The verification processes and requirements depend primarily on the current security requirements, especially AML considerations, and may change from time to time depending on the legal framework.

2.3

You make sure that you keep your password details confidential, you only trade for yourself and you only open the account for yourself. As a preventive security measure, INOGA recommends that every INOGA customer uses the two factor authentication identification components ("2FA").

2.4

Persons who have a US citizenship or are located in the United States may not become INOGA customers for regulatory reasons. Depending on the respective local legal framework, INOGA may also exclude other countries and/or citizenships from INOGA products.

2.5

When resetting a password, INOGA will pause any payment and/or transfer of tokens (as defined in point 3.1) to you or from INOGA products for security reasons for a period of about 48 hours. You confirm that you are aware of this security measure and accept it.

2.6

You, as an INOGA customer, must:

2.6.1

ensure the timely execution of contracts and refrain from any activities that frustrate or jeopardise such timely execution.

2.6.2

immediately report any defects or other problems you cause or notice and support INOGA in solving the problem.

2.6.3

Changes of your personal data (name, postal address and e-mail address, payout coordinates) immediately (i) update by e-mail via an INOGA system or (ii) send by letter to INOGA You are aware and accept that INOGA will always use the last data you provided.

2.6.4

make sure that the 2FA is always available and in a usable condition when you use 2FA If you lose your 2FA, you must inform INOGA immediately and follow the instructions of the INOGA support team. You are aware and accept that such instructions may be delayed depending on the load of the INOGA support team and INOGA will not be liable for your claims due to such delay. If you do not follow the instructions of the INOGA support team and do not respect the security rules and requirements, you will not be able to access the relevant page and/or your INOGA customer account again. In particular, you cannot use your respective INOGA customer account and the funds or tokens there in any way until you find/remember/restore your correct 2FA. You are aware of and accept this "No Recover Policy", which is an important part of a system dealing with e.g. cryptographic block chain based digital information units.

2.7

INOGA needs certain information from you when you are about to become an INOGA customer. You are aware and hereby accept that INOGA may decide at its own discretion at what time you have to provide copies of passports (in notarized form, with or without apostille) and other documents required by law and/or as provided for in the Privacy Policy; in case of a legal person: copies of extracts from the company register or similar documents (in notarized form, with or without apostille) and other documents required by law and/or as provided for in the Privacy Policy.

3 EXCHANGE

3.1

The INOGA Group offers INOGA products for the exchange of (i) cryptographic block-chain based digital information units, such as Bitcoin (E-Token), (ii) Fiat-Token (F-Token; both togeth-er referred to as "Token") or (ii) for the sale and purchase of Token with a legally recognized means of payment. The e-Tokens traded in the INOGA system can be modified, changed or traded at any time and at INOGA's sole discretion. F-Tokens may under no circumstances be understood as deposits.

3.1.1

The exchange and purchase/sale with INOGA are carried out exclusively in the following manner: You make a binding offer to buy, sell or exchange (partial) tokens to INOGA (customer of-fer). To make such a binding offer, you have to (i) fill in all required data on the respective trading screen of INOGA in a valid and correct way and (ii) click or confirm either the "Buy now" or the "Sell now" button (point (ii) is called "Binding offer click"). The conditions offered by INOGA for your order are valid for one minute ("price guarantee"), this is the maximum time to confirm the conditions by the binding offer click. You acknowledge and accept that INOGA may change the duration of the price guarantee and/or the price guarantee for certain tokens at any time and at its sole discretion.

3.1.2

After receipt of the INOGA customer offer, INOGA can, at its sole discretion, accept or decline the offer by actual fulfilment within the offer period. INOGA uses a payment service provider for all payments related to a legal tender from and to you.

3.2

Figures, numbers, exchange reference prices or other relevant publications of INOGA, either via websites or mobile applications or in any other way, are in no case offers, binding offers or guarantees for an exchange/purchase/sale, but always to be understood as invitations to you to make an offer (invitation ad offerandum).

3.3

INOGA only allows the creation of offers based on positive balances of the respective INOGA customer account. Short sales, i.e. an offer regarding tokens which are not booked as credit on the respective INOGA customer account, are prohibited and blocked by the system. An INOGA customer offer is therefore limited to your positive balance. INOGA reserves the right to limit the scope of an INOGA customer offer to certain fixed limits per INOGA customer at the sole discretion of INOGA.

3.4

Delays in the processing of INOGA customer offers can occur due to unforeseeable technical problems. INOGA n therefore does not guarantee an immediate processing of offers nor is any liability of INOGA connected with it, in particular not with regard to price changes, evaluations or other conditions concerning the offered tokens or services, with the exception of the price guarantee according to point 3.1.1.

3.5

You are aware that there can be considerable delays when sending tokens to your INOGA Wallet, because most tokens are stored "cold", i.e. offline. Accordingly, additional manual processing may be necessary, this can lead to delays in execution.

4 INOGA CUSTOMER ACCOUNT

4.1

INOGA products allow only one account per INOGA customer ("INOGA customer account"). Double accounts are prohibited. If another account (the "double account") is created beside your first account (the "original account"), the following applies: INOGA has the right to block the Double-Account and to keep it blocked. The tokens on the Double-Account will be transferred from INOGA to the original account of the INOGA customer, if the INOGA customer can prove (e.g. via the identification service used by INOGA) that he is the same authorized person on both accounts. In such a case INOGA is entitled to charge an administration fee of CHF 50.00 and if necessary, to deduct the fee from the transferred tokens.

4.2

INOGA is entitled to block and/or suspend and/or close an INOGA customer account immediately and without further notice to the INOGA customer (including blocking of a transaction, reversal of a transaction, suspension of a transaction, withdrawal, loss of vouchers), if:

4.2.1

such INOGA client has been accused of one of the following offences (including all adequately documented media reports or market rumours): Fraud, financing of terrorism, money laundering, tax fraud or any other violation of relevant criminal, administrative or tax laws of any country, any kind of participation in a Ponzi scheme of any kind or any other risky model or transaction of any kind harmful to customers unlawful activity in any country; prohibited gambling; infringement of intellectual property or proprietary rights, counterfeit or unauthorized goods; use/distribution of drugs and drug paraphernalia or substances to counterfeit illegal drugs; production/distribution of adult content and services; use of unfair, predatory or deceptive practices via customers or persons; etc.

4.2.2

INOGA has been informed of official investigations (by any competent authority, in particular prosecuting authorities in the field of criminal law or tax law) against an INOGA customer with regard to fraud, terrorist financing, money laundering, tax fraud or any other violation of relevant criminal, administrative or tax laws in any country.

4.2.3

an INOGA customer has violated his obligations according to the General Terms and Conditions (e.g. default of payment), without remedying this violation within 10 "working days".

4.2.4

an INOGA customer has violated rules or regulations of a payment service provider.

4.2.5

an INOGA customer has violated rules or regulations of an INOGA company

4.2.6

an INOGA customer has opened more than one customer account with INOGA

4.2.7

an INOGA customer has violated the rule of exclusive use of a payment service account and has used the same account of a payment service provider or a bank account, credit card, etc. of a third party as another INOGA customer

4.2.8

an INOGA customer has used an account without legal claim to use this account

4.2.9

an INOGA customer has hidden his true identity by giving false data about his INOGA customer account or his account with a payment service provider.

4.2.10

an INOGA customer has significantly violated the payment rules according to the GTC and has caused considerable efforts without solving the problems within 10 working days.

4.2.11

an INOGA customer has significantly violated the rules of the recommendation program and has not remedied this violation within a reasonable grace period (depending on the violation be-tween 24 hours and 5 working days).

4.2.12

an INOGA customer has manipulated an INOGA system or services of the INOGA Group Such manipulation is in particular any use of an automated system (e.g. bot) or any other use which is contrary to the normal and typical commercial behaviour of people and therefore implies the involvement of a certain technology, software and/or any system which automates such a trade, unless such use has been previously agreed with INOGA.

4.3

If INOGA is called upon by you to remedy a declared and/or alleged defect and if it is proved that there is no defect or if the defect is in your sphere, INOGA is entitled to claim compensation for the expenses incurred.

4.4

In addition to possible claims for damages, INOGA may charge a processing fee of up to CHF 50.00 or E-Token with a value of up to CHF 50.00 for its additional expenses in connection with points 4.2 and 4.3.

4.5

INOGA products use an own token system, which are booked in the respective deposited sub-accounts (each "wallet") of the respective INOGA customer account. Only tokens, which are booked in the respective wallets on the INOGA customer account, can be used for the creation of an INOGA customer offer regarding the offering of tokens.

5 PRICES, PAYMENT, EXCHANGE AND TRANSFER CONDITIONS

5.1

Payments with legal tender to and from INOGA, from you and to you, are transmitted by the respective payment service provider and not by INOGA itself.

5.2

The transfer of tokens is carried out by INOGA within the INOGA products.

5.3

Final prices and/or other payments or services must be paid and/or transferred by you immediately after the Binding Offer Click.

5.4.

If an execution of your order fails, for whatever reason, your INOGA customer account will not be credited with E-Tokens.

5.5

Until the purchase price (including all fees and expenses), and/or other outstanding amounts and/or claims have been paid in full or all tokens have been transferred in exchange in full to INOGA, all tokens or their proceeds remain property of INOGA (reservation of ownership) and INOGA has a corresponding right of retention on the tokens of the respective INOGA customer. This reservation remains valid independent of any form of processing or mixing of goods, which can take place worldwide at any place.

5.6

You are in default with your payment and/or exchange if the corresponding payments and/or transfers have not been booked on the accounts of INOGA (including wallets and data storage locations of INOGA) at the time of the respective fulfilled CCOFA (see section 3.1.5) or if a collection via SEPA Direct Debit Mandate cannot be executed (see section 8.7). INOGA cannot be in default, because INOGA either accepts an offer by fulfilment or refuses an offer in all other cases by non-performance.

5.7

The name of the payment service user must be identical with the name of the INOGA customer assigned to the respective INOGA customer account.

5.8

You must fully comply with the data disclosure requirements within the payment processes, especially when paying via SEPA. If you do not comply with these disclosure requirements, INOGA cannot reconcile the payment with your corresponding INOGA customer account.

5.9

INOGA is not responsible for errors in payments made by INOGA to you which originate in your sphere (e.g. you provide a wrong IBAN or technical failure of your payment service provider). Out of good will INOGA can credit you with F-Tokens of the same value. The received F-Tokens replace the payment without further claims.

5.10

INOGA has the right to change, add and/or refuse accepted payment methods at its own discretion.

5.11

In case of transfer of E-Tokens from an INOGA system to an external block chain or from an external block chain into an INOGA system, i.e. from or into an INOGA system,

5.11.1

transaction fees or miner fees may arise, which have to be paid directly by the INOGA customer.

5.11.2

the Transaction-ID (as generated by the network) serves as irrefutable proof for the completed transmission of E-Tokens from INOGA to the wallet address last announced by the INOGA customer.

5.11.3

a completed transaction can no longer be reversed once the transaction appears in an external block chain network. You acknowledge and accept that from this point on INOGA has no influence (i) on the transaction itself and (ii) on whether or not you have access to the transmitted E-Tokens and the last known wallet address. You are aware and accept that the transmission can only be accepted by a confirmation in the block chain and that INOGA does not assume any liability for such a confirmation. You take full responsibility for receiving the corresponding transaction confirmation by the external block-chain.

5.11.4

the transfer of the E-Token from an INOGA system means that the risk, in particular the risk of forfeiture and loss, is transferred to you.

5.12

Only you are responsible for the correctness and data actuality of your wallet addresses outside an INOGA system. This applies in particular to the transmission from a certain e-token to a wallet address intended for another e-token. As soon as the e-token has been transmitted to the last wallet address you have provided, the e-token can no longer be retransmitted or sent to another wallet address. INOGA assumes no liability for errors regarding wallet addresses outside of an INOGA system.

5.13

Only you are responsible for the correctness and data actuality of your own wallet addresses within an INOGA system. This is especially true for the transmission from a certain e-token to an INOGA wallet address intended for another e-token. As soon as the e-token has been transferred to your wrong INOGA E-Token Wallet, the e-token can not be transferred back or sent to another INOGA E-Token Wallet. INOGA is not liable for INOGA customers errors regarding wallet addresses within an INOGA system.

5.14

In case of E-Token refunds made by third parties to the INOGA hot wallet, you are obliged to ensure that such transactions can be assigned to you without errors. Such a case can occur if you transfer e-tokens from the INOGA hot-wallet to a third party and the recipient sends the corresponding refunds to the INOGA hot-wallet.

6 DATA PROTECTION

6.1

The customer acknowledges and authorises INOGA to collect, use, transfer and exchange all documents, data and information ("personal data") about him and the relationship with INOGA and allows INOGA to store and process these personal data by mail, fax, telephone or by electronic means. In order to facilitate the services offered, INOGA has the right to grant third service providers access to the personal data, who can process the data on their behalf. The buyer acknowledges and agrees that the data can be transferred for this purpose and can be communicated to banks and other jurisdictions where they will be processed according to the local regula-tions. The customer agrees with the right of INOGA to record conversations that take place between him and INOGA. INOGA reserves the right to outsource all or part of its operations to a third party company, subject to the laws and regulations in force, in particular the obligation of confidentiality.

7 RISKS

7.1

You, as an INOGA customer, understand and accept the following risks when using INOGA products. In particular, you understand the inherent risks, which are described above and in the following (exemplary, not exhaustive list):

(i) Risk of software weaknesses: The underlying software application and platform, INOGA products and system technology, smart contracts and other involved software and technologies, technical concepts and theories are still in an early stage of development and have not yet been proven. There is no warranty or guarantee that the process for receiving, trading, using and pos-sessing cryptographic blockchain based digital information units will be uninterrupted or error-free. There is an inherent risk that the Software, related technologies and theories may contain vulnerabilities or bugs that cause, among other things, the total loss of cryptographic blockchain based digital information units, including but not limited to tokens, Euros or any value of cryptographic blockchain based digital information units. There may be little or no profit at all at any time.

(ii) Regulatory risk: Block chain technologies enable new forms of interaction. It is possible that certain jurisdictions may apply existing regulations or introduce new regulations for blockchain based applications that may adversely affect the current design of the Products and may result, among other things, in significant changes to the Products, cryptographic blockchain based digital information units and INOGA System Technology, including their termination or the loss of cryptographic blockchain based digital information units or any value that cryptographic blockchain based digital information units may have. The INOGA system technology is intended for an unregulated market. It is the design and intended structure not to be subject to any financial market rules and to design, modify and/or adapt the INOGA System Technology in such a way that financial market rules are not applicable to cryptographic blockchain based digital information units or the INOGA System Technology. Within the regula-tory risk category, changes of the INOGA system technology due to such necessary adaptations, modifications and new constructions can lead to termination, loss or complete loss of value of cryptographic blockchain based digital information units.

(iii) Risk of abandonment/lack of success: The allocation of cryptographic blockchain based digital information units and the development of cryptographic blockchain based digital information unit technologies can be abandoned for many reasons, including lack of interest from industry, government and/or the public, lack of funding, lack of commercial success or prospects (e.g. due to competing projects). Even if the INOGA system technology is partially or completely developed and launched, cryptographic blockchain based digital information units may not get any functionality.

(iv) Risk loss and Internet threats: The underlying software application and platform, INOGA system technology, smart contract products, other involved software, other technology compo-nents and/or platforms may be exposed to electronic or physical attacks. This could lead to the theft or loss of cryptographic blockchain based digital information units or to the theft or loss of private data, which could impair the ability to develop, implement or use the INOGA system technology. You should be aware that SMS/messages, messages via applications and e-mail services are vulnerable to spoofing and phishing attacks and you should carefully check the messages allegedly originating from INOGA. Always inform yourself about the INOGA platform by logging in to the INOGA customer account to check transactions or necessary actions if you are in doubt about the authenticity of a message. Note that phishing attacks often occur despite SMS or e-mail or similar services, via search engines or advertisements in search engines or other fraudulent links. INOGA is not responsible for lost tokens or other means due to spoofing, phish-ing or similar attacks.

(v) Risk of block chain mining attacks: As with other public block chain based products, the INOGA system technology can be exposed to attacks. Every successful attack poses a risk for the INOGA system technology, expected proper execution and sequencing of cryptographic block chain based digital information unit transactions and expected proper execution and sequencing of software computations.

(vi) Risk of depreciation / extreme volatility: Since cryptographic blockchain based digital information units are not regulated, the value of such cryptographic blockchain based digital information units varies. Accordingly, the value of cryptographic blockchain based digital information units (in whatever form) may experience extreme volatility and/or the value of cryptographic blockchain based digital information units may fall to zero. Since additional costs related to regulatory or other risks may be incurred, and if these costs are added to the value of cryptographic blockchain based digital information units (whatever value you give the cryptographic blockchain-based digital information units) for the purpose of calculation, the value of cryptographic blockchain based digital information units may also decrease to zero.

(vii) General risk: There is no warranty/guarantee for cryptographic blockchain based digital information units and/or the success of the INOGA system technology, neither explicitly nor implicitly, and as far as legally permissible. Cryptographic blockchain based digital information units are created and acquired at the sole risk of the INOGA customer on a "as is" and "in development" basis, to the extent permitted by law, without any warranty/guarantee, including but not limited to warranties of title or implied warranties, merchantability or fitness for a particular purpose.

(viii) Market and Community Risk: You are aware of the risks of soft and hard forks and splits, including the broad possible changes of the INOGA system technology, which can be imposed by the market and/or the community INOGA or the INOGA system technology.

(ix) Tax risk: The tax consequences of the allocation or purchase of cryptographic blockchain based digital information units (in whatever form) as well as the exchange of cryptographic blockchain based digital information units, the holding/storage of cryptographic blockchain based digital information units, the transfer of cryptographic blockchain based digital information units and/or any other action or transaction relating to cryptographic blockchain based digital information units may have tax implications at the level of an INOGA customer; as well as all investments and disbursements in/of INOGA products; therefore it is best to contact your own tax advisor to clarify tax consequences in connection with the INOGA system technology and the INOGA products. By using INOGA products, you accept, to the extent permitted by law, not to hold any associated party (including the consultants, employees, tax advisors, auditors and other contractual partners of INOGA) liable for tax obligations in connection with an INOGA product.

8 WARNINGS

8.1

Investments in cryptographic blockchain based digital information units are highly speculative and involve the risk of total loss of invested capital. Such an investment is only suitable for users who can bear a total loss of the investment.

8.2

Investments in cryptographic blockchain based digital information units are something completely new and unpredictable. Such an investment is only suitable for users who want to take a maximum risk.

8.3

Cryptographic blockchain based digital information units are not currencies or means of payment and do not have to be accepted in any way by governments, central banks or any private person.

8.4

INOGA is not responsible for the prices of precious metals and you trade with precious metals on your own account and at your own risk.

8.5

INOGA assumes no responsibility for cryptographic, blockchain based digital information units, which are secured, covered or bound by a currency that is legal tender or by other assets, in whatever form (e.g. stablecoins), since all actions in connection with such cryptographic, blockchain based digital information units are the sole responsibility of the respective issuer and INOGA has no influence on such actions. You accept and confirm that such cryptographic blockchain based digital information units are exclusively secured, covered or bound by the issuer and not by INOGA itself. Therefore you cannot redeem or convert such cryptographic blockchain based digital information units at INOGA.

8.6

You use the offered INOGA products at your own risk.

9 MISCELLANEOUS

9.1

INOGA manages the INOGA products with the necessary care. Nevertheless, the INOGA products combine various new experimental technologies and it is very likely that interruptions, er-rors and other problems will occur. INOGA does not guarantee to solve such problems as soon as possible. INOGA tries to find solutions, but does not assume any such obligation and no liability for damages caused by interruptions of the INOGA products, as such interruptions are inherent to an experimental technology field.

9.2

You are aware that technology based products like the INOGA products require maintenance and development work and that for such work interruptions of the products (planned and un-planned) are necessary and system inherent.

9.3

INOGA is liable

9.3.1

towards entrepreneurs only for direct and foreseeable damages caused intentionally or in case of physical damages of persons, if they were caused negligently by INOGA.

9.3.2

vis-à-vis consumers only for direct and foreseeable damages caused intentionally or by gross negligence or in case of physical damages of persons, if they were caused negligently by INOGA.

9.3.3

in no case for indirect damages, consequential damages, especially not for software damages of others, loss of profit, pure material damages of an INOGA customer or damages of third parties

9.3.4

especially not for damages caused by interruptions of INOGA products, which are necessary for maintenance work or to avoid network disturbances and/or are caused by unavoidable events beyond INOGA's control (e.g. disturbances of the energy network; supervisory involvement or on-site visits; strikes, riots, environmental damage such as earthquakes, storms, etc.)wars or na-tional or international conflicts with or without weapons; international or national sanctions against certain products, services, persons, countries; legal restrictions on cryptographic blockchain based digital information units at any time and any place in the world; network disruptions, computer failures or criminal activities of third parties such as hacker attacks)

9.3.5

and does not guarantee that the security certificates displayed in an INOGA system are absolutely secure.

9.3.6

not for the loss of customer data (e.g. due to hacker attacks), which are outside the sphere of INOGA An INOGA customer will be informed immediately about a data loss in the INOGA sphere.

9.3.7

not for (i) the stored e-tokens of INOGA customers in hot- and/or cold-wallets; (ii) the information of INOGA customers for transactions in or out of INOGA products, (iii) transactions in or out of INOGA products, (iv) INOGA customers or third parties using websites, mobile applica-tions and services of third parties (e.g. wallets of third parties) and (v) any login data of a user, INOGA customer login data, 2FA data or other user data. When using websites or services which are not provided by INOGA, such as wallet services or other third party services, INOGA expressly declines any liability for these third party services and is not responsible for them. You, as INOGA customer, use these services completely at your own risk. Money sent to such third parties cannot be transferred back if these parties are not willing to do so. We cannot and will not verify the reliability of such third parties. We are not obliged to contact such third parties and to solve problems with such third parties.

9.4

INOGA commits itself to handle the e-Tokens stored by the INOGA customer to the extent that it is reasonable technically manageable within the framework of the INOGA products and tries to store most of them "cold" (i.e. offline).

10 General information

INOGA has the right to pass on information to a competent authority if the authority orders it for prosecution or investigation. INOGA reserves the right to cooperate with these authorities as far as possible.

10.1

You accept and confirm with every transaction according to these terms and conditions that you accept the terms and conditions in the current version.

10.2

If one or more provisions of these GTC (including the Annexes) is or becomes invalid, void or unenforceable in whole or in part, the validity, effectiveness and enforceability of the remaining provisions of these GTC shall not be affected thereby and in particular the main obligations of the parties under these GTC shall remain unaffected. An invalid, void or unenforceable provision of these GTC shall only be invalid to the extent that such invalidity, voidness or unenforceability has been determined with respect to any jurisdiction. Such a determination has no effect on the terms and conditions in other jurisdictions. An ineffective, void or unenforceable provision of these GTCs shall be replaced - to the extent permitted by law - by such legally effective, valid and enforceable provision as comes closest to the legal and eco-nomic purpose of the ineffective, void or unenforceable provision. This applies mutatis mutandis to any loopholes in these GTC.

10.3

INOGA can make changes and additions to these general terms and conditions, including this clause, at any time and they become effective at the event that occurs earlier: (i) the INOGA-customer has accepted the changed GTC online or (ii) within 1 month after the publication of the GTC changes or additions.

10.4

The terms and conditions exclusively govern the relationship between you and INOGA and replace all previous declarations or agreements. Possible general terms and conditions (GTC) of you are not applicable to the relationship between you and INOGA.

10.5

Failure by INOGA at any time or for any period of time to enforce or exercise a right or remedy under the TCS does not constitute a waiver and shall not be construed as such. In particular, INOGA shall not be prevented from subsequently enforcing or exercising such a right or remedy, provided that this right is not time-barred or otherwise excluded. A valid waiver of such rights and remedies would have to be expressly made in writing.

10.6

INOGA and you agree on the possibility to use the English language for our communication. However, the German version of these terms and conditions remains the relevant and preceding version.

10.7

All questions of substantive law arising from these GTC and the transactions described therein shall be assessed and interpreted in accordance with Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods and the referral norms of private international law.

10.8

All claims arising out of or in connection with these GTC, including but not limited to performance, breach, termination, invalidity or amendment, as well as pre- and post-contractual obligations, shall be decided exclusively by the competent court in Zug.

11 NON-DISCLOSURE & NON-COMPETE AGREEMENT

On the understanding that both parties are interested in meeting to consider possible collaboration developments arising from Disclosing Party’s web site development, including computer programming, graphic design, e-commerce, multimedia programming and design, it is agreed that all information whether oral, written or otherwise, that is supplied to the Receiving Party in the course of any meeting shall be treated as confidential by the Receiving Party.

11.1

The Receiving Party undertakes not to use the information for any purpose, other than for the purpose of considering collaboration, without obtaining written agreement of the Disclosing Party.

11.2

This Agreement applies to both technical and commercial information communicated by either Party.

11.3

This Agreement does not apply to any information in the public domain or which the Receiving Party can show was either already lawfully in their possession prior to its disclosure by the Disclosing Party or acquired without the involvement, either directly or indirectly, of the Disclosing Party.

11.4

Neither Party to this Agreement shall retain any documents or items connected to the disclosure after collaboration has ceased.

11.5

No disclosure made by the Receiving Party shall create any license, title or interest in respect to any Intellectual Property Rights of the Disclosing Party.

11.6

Receiving Party agrees not to engage in any employment, consulting, or other activity involving computer programming, graphic design, Internet or web site development, e-commerce, video or film production or editing, multimedia programming, or design that competes with the business, proposed business or business interests of Disclosing Party without Disclosing Party’s prior written consent.

11.7

Receiving Party shall not solicit any of Disclosing Party’s clients or prospective clients to perform services that compete with the business, proposed business or business interests of Disclosing Party without Disclosing Party’s prior written consent, and Receiving Party will not assist any other person or entity in doing so, without Disclosing Party’s prior written consent.

12 Referral program, business account

INOGA offers a recommendation program for an indefinite period of time. You ("Promoter") can recommend a person to register as a new INOGA customer and thus purchase a promotion fee. By switching to the mode "business account" you can generate reference links and send them to interested people from your surroundings.

12.1

You as a promoter position yourself as clearly independent from INOGA at all times. At no time should your circle get the impression of any legal relationship between you as promoter and INOGA.

12.2

Within the framework of this referral programTell-a-Friend and for any other context, a promoter may only use the advertising material provided by INOGA. Modifications to these materials or the use of materials created by the promoter himself are strictly prohibited. Any material or statement about INOGA will be provided by the promoter only on explicit request of the interested party. The promoter also confirms that any information will only be disclosed to a limited number of persons known to him. At any time he discloses that there is a risk of total loss of an investment.

12.3

Spamming, cold calling or other advertising measures are strictly prohibited.

12.4

Any action in the name of INOGA is prohibited (e.g. sending messages on behalf or in the name of INOGA to persons, posting or publishing statements in the name of INOGA, editing the logo, trademarks or other materials of INOGA, advertising discounts for the services of INOGA (except for discounts published by INOGA itself).

12.5
Every promoter must stop any Pay Per Click (PPC) or Search Engine Marketing (SEM) activity, including but not limited to Google Adwords, Bing Ads, in relation to (i) advertising in the name of INOGA and the direct redirection of users to the INOGA website, promoter website or any other website as a result of this paid advertising and (ii) bidding on INOGA trademark terms, including all kinds of spelling and typing errors, and (iii) use of INOGA trademark terms, including any spelling or typing errors within the paid advertisements (iv) direct competition against INOGA advertisements in order to be displayed on the search results pages.

12.6

The current promotion fees are published on the INOGA platform and can change at any time.

12.7

As a promoter, you are responsible for yourself and you confirm to INOGA that you have all the necessary licenses for the activity at any time and that you comply with the applicable laws and regulations at all times.
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