General terms and conditions for the use of Buyme-Dollar

Background

The following Terms and Conditions for the Use of Buyme Dollar (the "BM$ Terms and Conditions") regulate the legal relationship between Ideawise Limited, Room 604 Alliance Building, 133 Connaught Road, Central Hong Kong, HK, ("Ideawise" or the "Operator") and registered users of the Buyme.com portal (the "users") regarding the participation in the BM$ system ("BM$ User Agreement").
Ideawise operates the internet portal Buyme.com (the "portal"). In cooperation with Compay GmbH, Mettmanner Straße 25 / 13, 40699 Erkrath, ("Compay" or "issuing point"), Ideawise provides users with a voucher system ("BM$ System"). The BM$ system offers the users of the website the possibility to use additional functions of the website by purchasing virtual tokens with voucher function ("Buyme-Dollar" or "BM$") and to exchange products or services from a very limited range of products and services with a communicative erotic character ("Limited BM$ product spectrum") via the online portal.
BM$ or the procedure associated with their use is a payment instrument within the meaning of § 2 (1) no. 10 lit. b) (“Payment Services Oversight Act”) which can only be used for the purchase of a very limited range of goods or services.

BM$ can only be purchased from Compay and are managed there as credit assigned to the respective user (the "BM$ credit balance"). The BM$ can be redeemed by users exclusively with other users registered on the portal who offer their own services on the platform ("Service Providers"), provided that they also participate in the BM$ system, or with Ideawise (Service providers and Ideawise together the "Acceptance Points"). Users who are not service providers and who participate in the BM$ system to acquire and redeem BM$ towards service providers are hereinafter referred to as "Customers".

Clarification is made of the fact that the BM$ are not electronic money within the meaning of the ZAG (Payment Services Oversight Act) and that neither Ideawise nor Compay are providing payment services within the meaning of the ZAG.

The user is already registered as a customer or service provider on the website and wishes to participate in the BM$ system. With a registered user, a contract between the user and Ideawise has already been concluded on the use of the platform (“Portal Terms and Conditions”), which is supplemented by these BM$-Terms and Conditions.
In order to participate in the BM$ system, Ideawise offers the user the opportunity to conclude the contracts with Compay required for participation via the portal. For this purpose, customers who wish to acquire BM$, in order to redeem them towards service providers, must conclude a BM$ issuance contract with Compay, under the General Terms and Conditions governing the issuance and use of Buyme Dollars ("BM$ Issuance Contract"). Service providers who wish to accept and redeem BM$ as an Acceptance Point must enter into a BM$ Acceptance Contract governed by the General Terms and Conditions controlling the Acceptance of Buyme Dollars ("BM$ Acceptance Contract") with Compay.
As far as Ideawise is integrated according to the BM$ Terms and Conditions or involved in the formation or execution of the BM$ Issuance Contract or the BM$ Acceptance Contract as the transmitter of statements or information between the user and Compay, Ideawise acts exclusively as a messenger and receiver on behalf of the user or Compay. Ideawise itself is neither a contractual partner of the BM$ Issuance Contract or BM$ Acceptance Contract, nor does Ideawise itself provide services to the issuance, redemption or administration of BM$ for Compay or the users.

Subject matter of the contract

The subject matter of the contract between the User and Ideawise is the technical connection of the user to the BM$ system via the portal.
The application possibilities of the BM$ are determined by the agreements between the users and Compay.
The BM$ General Terms and Conditions only regulate the service relationship between the user and Ideawise. They do not establish a contractual relationship nor a contractual relationship between the user and Compay.

Ordering process and conclusion of contract

Only the German language is available for the conclusion of the contract.
During the order process via the portal, the user simultaneously requests the conclusion of the BM$ user agreement with Ideawise and, depending on whether the user is participating in the BM$ system as a customer or service provider, either

as a customer, the conclusion of the BM$ issuance contract with Compay, or
as a service provider, the conclusion of the BM$ acceptance contract with Compay.

The following steps lead to the particular contract conclusions:

After clicking the button "Buy", a pop-up window will appear to top up the user´s BM$ credit by providing necessary personal and payment information. The user will be shown all contractual regulations relevant for the conclusion of the BM$ contract with Ideawise and the BM$ issuance contract or the BM$ acceptance contract with Compay.
By clicking on the checkbox provided for this purpose, the Customer now confirms that the BM$ Terms and Conditions, the BM$ Issuance Contract or the BM$ Acceptance Agreement were read, saved and are agreed on.
By clicking the "Confirm” button, the user submits a binding offer to conclude the BM$ contract with Ideawise and a BM$ issuance contract or a BM$ acceptance contract with Compay. Ideawise receives the user's offer to conclude the contract with Compay on behalf of Compay and forwards it to Compay.
After receipt of the offer, an automatic order confirmation will be sent to the user by e-mail. This order confirmation does not constitute an acceptance of the contract offer.
The acceptance of the BM$ contract by Ideawise as well as the acceptance of the BM$ issuance contract or the BM$ acceptance contract by Compay is carried out by activation of the access to the BM$ system via the portal. Compay notifies Ideawise of accepting the offer to conclude the relevant contract with the user and Ideawise forwards this declaration to the user in form of the activation of the BM$ system acting on behalf of Compay. A prerequisite for acceptance by Compay is a successful identification of the user, if necessary.
The respective contract texts are stored after the conclusion of the contract and are accessible to the user via the portal.

Ongoing Services of Ideawise

Ideawise provides the user with access to a separate area in the portal after the successful conclusion of the contract in accordance with Section 3. Via this space, the data and functions for participation in the BM$ system are made available to the user, with which Ideawise, as a cooperation partner of Compay, supports the user in the adjustments or execution of the BM$ issuance contract or the BM$ acceptance contract with Compay.

Functions for Customers

Ideawise provides the customer with the ability to place BM$ top up orders for immediate execution through the portal. Ideawise will transmit a payment request electronically (via email attachment) to the billing address provided in the portal.
Through the account customer is provided with the information about the technical requirements to redeem BM$ towards service providers in accordance with Section 5.
Via the portal, the customer receives information about the top-up history and the current BM$ credit balance.

Functions for Service Providers

Ideawise provides the service provider with the ability to submit BM$ redemption orders to Compay through the portal.
Ideawise offers service provider the ability to redeem BM$ through the portal for use of certain features on the portal.
Via the portal, the service provider receives information about the BM$ redemption history and the current BM$ credit balance.

Insofar as the services of Ideawise regulated in this Clause 4 concern the exchange of information or declarations between Compay and the user, Ideawise shall act exclusively as a messenger and receiver on behalf of Compay.

Use of BM$

Redemption by Customers towards Service Providers

BM$ acquired by customers may only be redeemed towards service providers as points of acceptance and for the purchase of services from the limited BM$ product range. The covered services with a communicative erotic character on the part of the service providers include, in particular, 1-to-1 chats via video and the provision of video-on-demand content.
The redemption of BM$ by customers towards service providers results in a separate contract conclusion between the customer and the service provider as the sole contracting parties ("Customer - Service Provider Transaction") in accordance with the provisions of the Buyme Dollar Standard Agreement between customer and service provider, which is attached to this BM$ Usage Agreement.

Reverse Exchange and Redemption by Service Provider.

Service providers may redeem BM$ provided to them by customers with Compay in accordance with their BM$ Acceptance Contract with Compay. In addition, service providers may also redeem BM$ with Ideawise in order to obtain certain features provided on the website.

Customer rights and obligations to cooperate

After receipt of the payment request for the BM$ top-up order, the customer shall immediately ensure that the payment amount shown in the payment request is transferred to the account specified by Compay. In accordance with Clause 12.3 of the BM$ Issuance Terms and Conditions the top-up shall be made by SEPA transfer or (if offered) by SEPA direct debit of an amount in Euro from an account of the customer to an account held by Compay for this purpose. This account is an account of Compay; the customer has no power of disposition over this account.

Compensation

No compensation is agreed for services provided by Ideawise under this agreement to users who participate in the BM$ system only as customers.
To service providers participating in the BM$ system, Ideawise will charge a portal fee of 40% of the redeemed BM$ ("Portal Fee") for each customer - service provider transaction.
The portal fee will be owed by the service provider to Ideawise and will be deducted by Compay directly from the redeemed BM$ even before the redeemed BM$ are credited to the service provider's BM$ balance.

Limitations of liability

Ideawise shall only be liable for damages caused to the user by Ideawise, a legal representative or vicarious agent of Ideawise for intent and gross negligence. Excluded from this limitation of liability are damages resulting from injury to life, body, or health as well as the violation of cardinal obligations. Cardinal obligations include such obligations the breach of which would jeopardize the respective purpose of the contract and the fulfilment of which the user may therefore legitimately rely on.
The limitation of liability resulting from section 8.1 does not apply in cases of fraud or fraudulent concealment on the part of Ideawise as well as in cases Ideawise has provided a guarantee for the quality of the goods. The same applies to claims under the German Product Liability Act (“Produkthaftungsgesetz”).

Data protection

Reference is made to the data privacy policy of Buyme.com. The Ideawise data protection coordinator can be contacted at: dataprotection@buyme.com.

Duration and Termination

This contract is concluded for an indefinite period.
The user may terminate the BM$ usage contract at any time. After termination by the user, Ideawise will continue to provide the agreed services for a period of six months, insofar as the services are necessary for the user to still be able to use up the BM$ credit.
Ideawise has the option to terminate the BM$ contract with six months' notice.
The right of each party to extraordinary termination on important grounds remains unaffected. An important reason for extraordinary termination by Ideawise includes cases when the user violates this Agreement on a sustained basis, Ideawise is legally obligated to termination, or if the user Agreement according to the portal´s General Terms and Conditions with the user or the BM$ Issuance Contract or the BM$ Acceptance Contract of the user with Compay ends. In the event of an extraordinary termination due to the termination of the user Agreement pursuant to the portal´s General Terms and Conditions or the user's Contract with Compay, the BM$ Agreement shall terminate at the same time at which the agreement with Compay ends.
The termination of the contract must be provided in writing (e.g. e-mail); towards Ideawise the termination has to be made by e-mail to kontakt@buyme.com.

Processing after termination

Further use or re-exchange of the user's BM$ credit balance, if existent, after termination is governed by the BM$ Issuance Contract or the user's BM$ Acceptance Contract with Compay.

Settlement of disputes

In the event of disputes arising from the interpretation or performance of this agreement, the contracting parties shall first attempt to settle the dispute amicably through their negotiations.
If an amicable settlement between the contracting parties is not reached within four weeks, the parties shall be entitled to take recourse to the ordinary courts. During the mentioned period, the limitation of claims shall be tolled. In all other respects, the statutory provisions on the suspension or interruption of limitation periods shall remain unaffected.

Amendments to these Terms and Conditions

Amendments and supplements to these General Terms and Conditions must be made in text form. This also applies to the waiver of the text form requirement itself.
Ideawise is entitled to amend these General Terms and Conditions to the extent that is acceptable for the customer and if legitimate interests of Ideawise justify this, in particular in order to

comply with regulatory requirements;
reflect changes and developments in the way Ideawise conducts its business;
reflect changes in market conditions or industry practice.

Ideawise will notify users of the amended terms fifteen (15) days prior to their effective date in the case of immaterial changes, and four (4) weeks prior to their effective date in the case of material changes (e.g. changes that impose additional obligations of users / changes that impact the main functionalities of the platform). Non-substantial changes to the terms shall be deemed accepted by the user if the user does not object to the changed terms before the date on which the changes enter into force. In this case, Ideawise will inform the user of the significance of his/her silence with the notification of the change. In case of substantial changes, Ideawise will ask the user to agree to the changes.

Final provisions

In addition to the BM$ General Terms and Conditions, the portal´s General Terms and Conditions shall also apply. General Terms and Conditions of the user shall not apply.
The assignment of rights and obligations arising from this contract is only permitted with the prior written consent of Ideawise. Ideawise is entitled to entrust third parties with the fulfilment of obligations arising from this contract.
There are no oral collateral agreements. Amendments and additions to these contractual terms and conditions must be made in text form to be effective.
Should any provision of these contractual terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the contractual partners shall negotiate in order to reach an agreement that comes closest to the economic purpose of the provision in a legally permissible manner.

Buyme-Dollar Standard Contract between Customer and Service Provider

Introduction

This Standard Contract between Customer and Service Provider ("Standard Agreement") sets forth the terms and conditions that apply to any transaction between a Customer and a Service Provider that occurs through the Portal and in which Customer redeems BM$ towards the Service Provider ("Customer - Service Provider transaction"). As a prerequisite for participation in the BM$ System, Customer and Service Provider have already entered into a BM$ Usage Agreement with Ideawise and a BM$ Issuance Contract or a BM$ Acceptance Contract with Compay (BM$ Usage Agreement, BM$ Issuance Agreement and BM$ Acceptance Agreement together "BM$ Agreements").

When does the standard contract apply?

The Standard Contract applies each time a Customer - Service Provider transaction is entered into. Other terms and conditions proposed by a Customer or Service Provider are excluded. Customers and Service Providers involved in a Customer - Service Provider transaction are legally bound by the Standard Contract.

Parties

Parties to this Standard Contract will be solely the Customer and the Service Provider involved in the relevant Customer - Service Provider transaction. Neither Ideawise, nor Compay, nor any affiliate of either shall be a party to the Standard Contract.

Definitions

Unless otherwise specified in the Standard Contract, the definitions set forth in the BM$ Agreements shall apply.

Prices and Payment

Once a Customer enters into a Customer - Service Provider transaction, customer agrees to redeem the BM$ amount specified on the service provider's profile page for the applicable service from the Limited BM$ product range ("BM$ Price") to the service provider in accordance with the supplemental terms in the BM$ agreements. Customer and service provider instruct Compay to deduct the BM$ price from customer's BM$ balance and transfer it to service provider's BM$ balance minus the portal fee. With regard to the portal fee, customer and service provider instruct Compay to transfer it to Ideawise's BM$ balance.

Consideration of the Service Provider

The service provider undertakes to provide the service selected by the customer as soon as the customer has redeemed the required BM$ in accordance with Clause 5.

Access to Digital Content

Content Use License:

In the event customer redeems BM$ to gain access to service provider's digital content, service provider grants customer a limited license to access the digital content to which the transaction relates (the "Relevant Content"). This license is non-transferable, non-sublicensable and non-exclusive and allows customer to access and view the relevant content (and, in addition, to make a temporary copy of the relevant content to the extent that this is an incidental and technical operation forming part of customer's access to the content (conc. caching)) on customer's personal terminal device and via a conventional internet browser.

Rights to the Content

Customer participating in the Customer - Service Provider transaction acknowledges and agrees that the license of the relevant content pursuant to Section 6.2(a) of the Standard Agreement does not result in customer acquiring any rights in or to the relevant content. Such rights are reserved to the creator of the relevant content.

Expiration of the license to use the Content

The license granted to customer with respect to the corresponding content will expire without notice under the following circumstances:

if customer's BM$ redemption with respect to the Customer - Service Provider transaction has failed, been charged back or reversed for any reason;
with respect to content offered on a pay-per-view basis, once customer has completed viewing the applicable content;
if customer's BM$ balance has been suspended or cancelled for any reason;
if customer violates the community guidelines, the portal Terms of Service, or the BM$ Agreements (either regarding to the applicable content or in general);
if the content has been taken down from the service provider's account;
if customer's portal user account is terminated or the BM$ Usage Agreement or BM$ Issuance Agreement with customer is terminated.

1-to-1 Chats

In the event that the customer redeems BM$ to gain access to a 1-to-1 chat with a service provider, the service provider will make herself / himself available to customer for a 1-to-1 chat. The details of the particular 1-to-1 chat offered by the service provider are described on the service provider's profile page.

Revocation and refund

The Customer declares that he agrees and expressly requests that the Service Provider commence with the execution of the ordered service before the end of the revocation period. He declares that he is aware that in the event of revocation he must pay compensation for the value of the services provided up to the time of revocation. The agreed BM$ total price shall be used as the basis for calculating the compensation.
Any overriding legal provisions on revocation or recission shall remain unaffected by this.

Obligations between User and Service Provider

The customer and the service provider undertake to comply with the portal’s community guidelines.
The customer undertakes to redeem the BM$ price shown for the particular service of the service provider on his/her profile page.
The service provider undertakes to provide the respective service as soon as the customer has redeemed the BM$ price.
In case the service offered by the service provider consists of providing customer with the access to digital content, the service provider guarantees that him/her has all the necessary rights, permissions and consents to grant the customer the necessary license in accordance with Clause 6.2(a).
The service provider is solely responsible for the creation and uploading of the relevant content. The service provider is not obliged to continue to create and upload relevant content in the future.
Customer's access to the relevant content shall be at customer's own risk.

No warranties

Customer acknowledges that service provider may add or remove digital content from its platform account at any time and that it is solely at service provider's discretion which digital content is made available on its platform account. In addition, customer acknowledges that cases may arise where it is not possible for customer to access relevant content that should have been made available in accordance with the applicable Customer - Service Provider transaction, including, without limitation, the case

if the service provider’s portal account has been suspended or deleted;
if the customer's portal account has been suspended or deleted;
if the service provider's BM$ acceptance agreement has been terminated;
if customer's BM$ usage agreement has been terminated; or
if the availability of the portal is wholly or partly restricted;
if the service provider is unable to create or upload relevant content in the future.

Settlement of disputes

The parties agree that in the event of disputes arising from the interpretation or performance of this contract, they shall first attempt to settle the dispute amicably through their negotiations.
At the latest if an amicable agreement between the contracting parties is not reached within four weeks, the parties shall contact the Ideawise/SmH contact point in order to settle the dispute through its mediation.
If no agreement is reached within four weeks even through mediation pursuant to Section 10.2, the parties shall be entitled to take recourse to the ordinary court. During the period mentioned, the limitation of claims shall be tolled. In all other respects, the statutory provisions on the suspension or interruption of limitation periods shall remain unaffected.

Final Provisions

This agreement shall be governed exclusively by German law to the exclusion of the UN CISG (Convention on the International Sale of Goods) and the provisions of Private International Law.
In case of consumers, this choice of law shall only apply to the extent that the protection granted by mandatory provisions of the law of the state of the consumer's habitual residence is not thereby withdrawn (favourability principle).

General terms and conditions regulating the issuance and use of Buyme-Dollar

Background and scope

These General Terms and Conditions (the "Issuance Terms") govern the legal relationship between Compay GmbH, Mettmanner Straße 25 / 13, 40699 Erkrath, ("Compay" or "Issuing Agent") and a customer with regard to participation in the BM$ system, in particular with regard to the issuance and redemption of BM$ ("BM$ Issuance Agreement"). The user's prior consent to this BM$ issuance agreement is a prerequisite for the acquisition and redemption of BM$.
Compay cooperates as the BM$ issuing agent with Ideawise Limited, Room 604, Alliance Building, 133 Connaught Road, Central Hong Kong, HK, ("Ideawise" or "Operator"). Ideawise operates the internet portal Buyme.com (the "Portal") and wishes to provide a voucher system to users of the portal (the "Users") in cooperation with Compay ("BM$ system"). The BM$ system offers the users of the portal the opportunity to use additional functions of the portal by purchasing virtual tokens with a voucher function ("Buyme Dollars" or "BM$") and to exchange products or services with each other from a very limited range of products and services with a communicative erotic character ("Limited BM$ Product Range") via the portal.
BM$ or the procedure associated with their use is a payment instrument within the meaning of § 2 (1) no. 10 lit. b) ZAG (“Payment Services Oversight Act”) which can only be used for the purchase of a very limited range of goods or services.

BM$ can only be purchased from Compay and are managed there as credit assigned to the respective User (the "BM$ credit balance"). The BM$ can be redeemed by users exclusively with other users who have registered on the portal as service providers and offer their own services on the platform ("Service Providers"), provided that they also participate in the BM$ system, or with Ideawise. (Service Providers and Ideawise together the “Acceptance Points").

The "Customer" is a user who is not a service provider and who participates in the BM$ system to acquire and redeem BM$ towards service providers.

Clarification is made of the fact that that the BM$ are not electronic money within the meaning of the ZAG (“Payment Services Oversight Act”) and that Compay does not provide any payment services within the meaning of the ZAG.

The customer is already a contractual partner of Ideawise, with which the customer has concluded a contract ("Portal Terms and Conditions") on the use of the Portal as well as, in parallel with this contract, also a contract of use, subject to the general Terms and Conditions for the use of the Buyme Dollars ("BM$ Usage Agreement"), on customer's participation in the BM$ system.

Definitions

Unless otherwise specified in these terms and conditions, the definitions set forth in the BM$ usage agreement shall apply.

Conclusion of contract

Only the German language is available for the conclusion of the contract.
Compay is only obligated to execute the contract within the scope agreed upon by the customer separately with Ideawise in the BM$ general Terms and Conditions; the customer is obligated to call up the services only to the extent agreed upon with Ideawise. However, Compay is not responsible for examination of compliance with the requirements of the BM$ general Terms and Conditions.
The BM$ issue contract is concluded via the portal. Details on the conclusion of the contract result from the presentation of the parallelly concluded contract with Ideawise in the BM$ general Terms and Conditions.
The particular contract text is stored by Compay after the conclusion of the contract and is accessible to the customer via the portal.

Contractual Partner

This BM$ Issuance contract only regulates the service relationship between Compay and the customer (together "contractual partner").

Rights associated with the BM$

As virtual tokens with a voucher function, the BM$ represent the customer's claim against the acceptance party to redeem them in order to obtain services from the limited BM$ product range in accordance with this BM$ Issuance Agreement and the BM$ Usage Agreement with Ideawise. Which individual services from the limited BM$ product range can be obtained with redemption of BM$ and how many BM$ must be redeemed in each case depends solely on the and variable offer of the respective accepting party, which not influenced by Compay.
BM$ do not grant any right to the reimbursement once the BM$ have been deposited, nor do they grant any other pecuniary rights against Compay.
BM$ do not grant any membership rights in the form of dividend payments or similar entitlements or any entitlement with pecuniary content to influence Compay, Ideawise or any other company.
It is clarified that the BM$ are not crypto securities within the meaning of Section 1 (11) sentence 4 KWG (“German Banking Act”). In particular, they are not freely transferable, as they can only be redeemed by the users of the portal towards the acceptance parties but cannot be transferred beyond that.

Use of the BM$

The BM$ may only be used by the customer towards accepting parties and only to obtain services from the limited BM$ product range in accordance with the more detailed provisions of Section 4.
Before using the BM$ for the first time, the customer must select a personal identification number ("PIN") via the portal, which will be needed for the subsequent use of the BM$.
The use of BM$ is subject to the following conditions:

the total payment volume of a customer in a calendar month does not exceed EUR 250.00. Compay reserves the right to set further minimum and/or maximum amounts for payouts or to adjust the existing maximum amounts;
the customer is in possession and uses a valid PIN;
the customer complies with this BM$ Issuance Agreement and the BM$ Usage Agreement.

The use of BM$ is excluded in cases

when it is intended as consideration for sexual services. “Sexual services” is to be understood as defined in the Prostituiertenschutzgesetz (Prostitute Protection Act). According to it, a sexual service is a sexual act by a person performed on or in front of at least one person who is directly present for a consideration or allowing of a sexual act to be performed on or in front of another person for a consideration;
of transmissions to other users who are not registered service providers;
of unlawful or unfair purposes.

Compay reserves the right to change the permitted or excluded uses of BM$ at any time. Compay or Ideawise will notify the customer about any changes.
BM$ redeemed by the customer will be offset against any balance in the applicable BM$ credit account assigned to the customer. The BM$ credit account can be used for internal clearing purposes only and is not a payment account.

Authorization of BM$ redemption

The customer gives his/her consent ("authorization") to the redemption in accordance with Section 6 by authorizing the redemption of BM$ towards an accepting party by entering the associated PIN. After authorization, the customer can no longer revoke the BM$ redemption. The authorization also includes the explicit consent that Compay can process, transmit and store the personal data of the customer necessary for the execution of the redemption.

Rejection of the BM$ Redemption

Compay is entitled to reject the BM$ Redemption if

the customer has not legitimized himself with the applicable PIN,
there is a suspicion of unauthorized or fraudulent use of the BM$ balance, or
the BM$ balance is blocked.

Diligence and cooperation of the customer

Customer must ensure that no other person gains access to the PIN. For this purpose, the customer must observe the following in particular: The PIN must

not be communicated orally (e.g. by telephone or in person),
not be in text form (e.g. by e-mail or messenger service) disclosed outside of payment transactions,
not be stored electronically in an unsecured manner (e.g. storage of the PIN in plain text in the mobile device).

The transaction information displayed to the customer via the portal shall be checked and, in case of errors, an immediate report has to be made to Compay's customer relations team in accordance with Clause 9.
The customer shall neither sell nor transfer his/her BM$ credit to other persons (including family members) or allow any other person to use the BM$ credit.

Information and clarification obligations

If the customer becomes aware that his/her PIN has been lost, misused, or unauthorized knowledge of the PIN was gained by another person, the accepting party shall immediately notify Compay’s customer relations team service@compay.de to have the BM$ balance blocked.

No responsibility for services of the accepting party

When redeeming the BM$, the customer concludes his own contracts with the accepting parties regarding the services to be provided by them. In doing so, the acceptance parties do not act as vicarious agents of Compay and Compay also does not act as vicarious agent of the acceptance parties. Possible warranty and/or guarantee claims with regard to services of the accepting parties, which the customer acquires against redemption of BM$, are to be settled between the customer and the respective acceptance party to the exclusion of claims against Compay. Compay does not assume any guarantee the willingness of the acceptance parties to conclude individual contracts or to provide a service.

Top-up of the BM$ balance

In order to be able to redeem BM$ as intended, the customer must acquire BM$ credit ("top-up").
The required order to top-up the account is issued by the customer to Compay through the portal. The customer is not obliged to top-up the BM$ balance. Conversely, Compay is also not obliged to accept a top-up order.
The top-up is carried out by SEPA transfer or (if offered) by SEPA direct debit of an amount in Euro from an account of the customer to an account held by Compay for this purpose. This account is an account of Compay; the customer has no power of disposition over this account. Amounts transferred are non-interest bearing. Compay reserves the right to expand or limit the payment methods available at any time.
The customer receives information about the current status of the BM$ balance via the portal.
The transfer and provision of BM$ credits does not constitute a checking account function with regard to the clearing accounts to which the corresponding credits are booked. The M$ credit balance allocated to the respective customer shall serve exclusively for participation in the KBM$ system and shall not bear interest.
Compay reserves the right to charge cancellation fees, fees for chargebacks, return debits and similar costs that may be incurred in the event of erroneous payment transactions or to deduct a corresponding BM$ amount from the BM$ credit balance of the relevant customer.
Compay reserves the right to set minimum and/or maximum deposit amounts and/or total account balance or to adjust the existing maximum amounts.
When issuing a top-up order, the customer assures that all acquisition prerequisites pursuant to Clause 13 are met in his/her person. If it subsequently transpires that the acquisition requirements were not met or if these requirements subsequently cease to apply, Compay may cancel the BM$ credit.

Prerequisites for the acquisition of BM$

The purchase of BM$ by the customer requires that the customer:

has previously registered on the portal and has validly agreed to the portal’s General Terms and Conditions;
has reached the age of 18;
has the main residence in the European Economic Area;
is not on a sanctions list of the United Nations, the European Union, HM Treasury (UK) and/or OFAC/SDN (USA);
is not evidently involved in political or religious extremism;
is not involved in the production or trade of weapons, nuclear energy, hunting poaching or the illegal killing of strictly protected species, the production or trade of or other service offerings including the offering of consumer products related to marijuana/cannabis (esp. THC), security and defence activities and services (incl. asset protection services, event protection and personal security), the production or trafficking of non-medical drugs and illegal substances, (online) gambling, unlicensed or unauthorized financial and investment services, including offering virtual currency platforms and wallet offerings without a license and/or unlicensed payment services through third parties;

(collectively, the "acquisition requirements").

Compay may expressly impose additional acquisition requirements or allow exceptions for future contracting or top-up orders.

Compay reserves the right to request the necessary evidence from the customer at any time in order to verify compliance with the acquisition requirements.

No interest

No interest is be paid on the customer's BM$ balance.

No redemption

The customer cannot exchange his BM$ credit back for euros.

Duration and expiration of the BM$ credit

The BM$ credits acquired can be redeemed within three years from the date of their receipt or topping up ("BM$ duration"). When BM$ are used, the first M$ received or topped up will also be used and charged first.
BM$ that are not redeemed within the duration will expire. Expired BM$ can no longer be used and will be deleted without replacement.

Blocking of the BM$ credit balance

Compay is entitled to block the use of the BM$ credit with immediate effect if

factual reasons exist in connection with the security of the BM$ credit;
there is suspicion of unauthorized or fraudulent use of the BM$ balance; and/or
the customer has violated.

the community guidelines of the portal;
the portal’s General Terms and Conditions;
the BM$ Terms and Conditions; and/or
this BM$ Issuance Agreement.

Depending on the reason for blocking, the blocking may be permanent or limited to a reasonable period of time. As long as and insofar as BM$ credit is blocked, there is no possibility to use the BM$ credit.
To the extent permitted by law, the acceptance party will inform the customer in advance, but no later than immediately after the blocking, of any blocking and the termination or interruption of the possibility of use, stating the reasons.
In the event of only temporary blocking of the BM$ credit, Compay will lift the block again if the reasons for the blocking are no longer given.
In the event of permanent blocking, the BM$ credit of the customer will be deleted without replacement.

Duration and termination

The BM$ issuance contract is concluded for an indefinite period.
The customer may terminate the entire business relationship at any time without observing a notice period.
Compay may terminate the entire business relationship or individual business relationships at any time with a notice period of two (2) months.
Compay is entitled to terminate the acceptance agreement without observing a notice period at the point in time at which the agreement ends in accordance with the customer's BM$ General Terms and Conditions with Ideawise.
Termination for good cause shall remain unaffected for both contractual partners. Good cause shall be deemed to exist in particular if

the customer no longer fulfils or has never fulfilled the acquisition requirements according to clause 13; and/or
Compay ceases its business operations or is not (any longer) in possession of the licenses and permits required for the provision of its business operations and/or these have been withdrawn and/or prohibited for any reason; and/or
material adverse circumstances become known about a party which make it unreasonable for the other party to continue in the contract; and/or
a material deterioration of the financial situation of a party occurs or threatens to occur (for example also due to an (imminent) filing of an application for insolvency or composition proceedings, return of a debit note due to insufficient funds, negative credit report), its financial situation does not appear to be secure, or if at a later point in time it culpably fails to comply with its information obligations under this agreement; and/or
a competent supervisory authority objects to this contractual relationship; and/or
a party breaches its contractual obligations even after a warning has been issued and a reasonable period of time has elapsed for remedial action; however, a warning and/or the setting of a deadline shall be dispensable if special circumstances exist which, after weighing the interests of both parties, justify immediate termination; and/or
the cooperation agreement between Ideawise and Compay is terminated - for whatever reason; and/or
due to a change in applicable legal provisions or due to regulatory requirements, the agreement can no longer be performed in accordance with and in compliance with such provisions and requirements.

Any termination must be provided in text form (e.g. e-mail). The notice of termination has to be sent to Compay by e-mail to service@compay.de.
Even in the event of termination of the BM$ issuance contract, the customer shall not be entitled to redeem the applicable BM$ credit balance into euros.

Anti money laundering obligations

Compay may be legally obliged to fulfil diligence obligations in accordance with the applicable anti-money laundering regulations (GWG – “German Money Laundering Act”) with regard to the establishment and maintenance of the business relationship with the customer. The customer assures to fully and truthfully provide or make available the information and documentation requested by Compay without undue delay during the contractual relationship, in particular to notify of any changes, and to support Compay in any necessary way in fulfilling its diligence obligations.

Availability

Compay reserves the right to temporarily restrict the availability of the BM$ system in whole or partly to a common and reasonable extent insofar as a restriction in this sense is necessary for important reasons - including, but not limited to, necessary maintenance work, necessary adjustments, changes and additions to the software applications underlying the BM$ system, measures to detect and remedy malfunctions as well as restrictions due to an actual risk of misuse. Such interruptions and limitations of the availability of the BM$ system shall be deemed compliant with the contract.

Limitation of liability

Compay shall only be liable for damages caused to the customer by Compay, a legal representative or vicarious agents of Compay for intent and gross negligence. Excluded from this limitation of liability are damages resulting from injury to life, body or health as well as the violation of cardinal obligations. Cardinal obligations include such obligations the breach of which would jeopardize the respective purpose of the contract and the fulfilment of which the acceptance point may therefore justifiably rely on.
The limitation of liability resulting from section 21.1 shall not apply if Compay has fraudulently concealed a defect or has assumed a guarantee for the quality of the performance. The same applies to claims under the Product Liability Act (“Produkthaftungsgesetz”).

Amendments to these Terms and Conditions

Amendments and supplements to this agreement shall be made in text form. This also applies to the cancellation of the text form requirement itself.
Compay is entitled to amend these issuance conditions to the extent that this is reasonable for the customer and if justified interests of Compay justify this, in particular in order to

comply with regulatory requirements;
reflect changes and developments in the way Compay conducts its business;
to reflect changes in market conditions or industry practice.

Compay shall notify customer of the amended terms in the case of immaterial amendments fifteen (15) days prior to their entry into force, and in the case of material amendments (e.g. amendments imposing additional obligations on the customer) four (4) weeks prior to their entry into force. Immaterial amendments to the terms and conditions shall be deemed accepted by the customer if the customer does not object to the amended terms and conditions prior to the date on which the amendments become effective. In this case, Compay will inform the customer of the significance of his/her silence with the notification of the amendment. In the case of material changes, Compay will ask the customer to agree to the changes.

Final provisions

Should one or more provisions of the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the parties' intentions. The same shall apply in the event that agreements should contain a loophole.
Any general terms and conditions, terms and conditions of delivery, terms and conditions of use or other terms and conditions of the customer shall not apply; this shall also apply if Compay has not expressly objected to their application unless a person equipped by Compay with the necessary power of representation has expressly accepted the application of these terms and conditions of the customer in writing.
These terms and conditions of acceptance shall be governed exclusively by German law to the exclusion of the UN CISG (Convention on the International Sale of Goods) and the provisions of Private International Law.
The place of jurisdiction for all disputes arising from or in connection with this agreement shall be the registered office of the respective defendant; if another legal place of jurisdiction is open to the user, the customer shall choose the relevant place of jurisdiction.
In the case of consumers, this choice of law and the choice of the place of jurisdiction shall only apply to the extent that the protection granted by mandatory provisions of the law of the state of the consumer's habitual residence is not withdrawn thereby (favourability principle).

Out-of-court dispute resolution

The customer has the following out-of-court dispute resolution options:

The Customer may address a complaint to Compay’s contact point. Compay will respond to complaints in an appropriate manner.
The European Commission provides a platform for online dispute resolution, which can be accessed at http://ec.europa.eu/consumers/odr/. Compay does not participate in dispute resolution proceedings before a consumer arbitration board.