Leasing Agreement

Domain Leasing Agreement for ALZURA Shop Licensees

Stand: 29.06.2022

In accordance with this contractual agreement, ALZURA shall grant the lessee the provisional right to use a domain protected to the benefit of ALZURA for the operation of an ALZURA Shop shopping system, for which a separate agreement has been concluded between ALZURA AG and the lessee. The prerequisite for this contractual agreement is therefore the existence of a valid Licensing Agreement between ALZURA AG and the lessee as well as the lessee’s approval of the following provisions:

§1 Definitions

1. "Software" refers to the ALZURA Shop shop system in its respectively-current version.
2. "Own domain" - Domain owned by ALZURA AG.
3. "Leasing a domain" –supplying a domain for a fixed duration for the purpose of operating the software under the domain.
4. "Confidential information" refers to all information and documents submitted by either party which have been designated as being confidential or based upon the respective circumstances must be regarded as being confidential – particularly information concerning operational processes, business relationships and know-how.

§2 Subject of the contract

The subject of the contractual agreement is the forwarding of data traffic to the URL address of the leased domain via the ALZURA Shop system. Under this agreement, the URL address for this ALZURA Shop service is https://[chosen_shop_name].alzura.shop. A domain shall be deemed leased upon payment of the leasing fee. It is not possible to reroute the traffic intended for the URL of the leased domain to another address other than the aforementioned addresses.

§3 Assigning of rights

1. ALZURA AG shall not register any domains, including free domains, in the name of the licensee.
2. The licensee shall be granted the right to use the agreed domain, whereby this right shall be non-exclusive, non-sublicensable and subject to the terms of the Leasing Agreement. The contractual usage shall encompass the installation as well as the downloading, displaying and running of the installed software.
3. In the event of a violation by the lessee of one of the aforementioned provisions, ALZURA AG shall be entitled to issue a warning letter and subsequently terminate this contractual agreement without notice if the warning is unheeded.

§4 Right of withdrawal for consumers

If the licensee is a consumer within the meaning of Section 13 BGB (German Civil Code), i.e. a natural person who concludes the license agreement for a purpose that cannot be attributed to his or her commercial or self-employed professional activity, he or she is entitled to a right of revocation in accordance with the following conditions:

§5 Fees, due date, default

1. The monthly fee for the usage of the domain (hereinafter referred to as "Leasing Fee") shall vary based upon the domain selected and shall be disclosed to the licensee before this agreement is concluded. ALZURA AG reserves the right to increase the Leasing Fee during the contractual term of the agreement. In the event ALZURA AG exercises this right, the lessee shall be entitled to a special termination right.
2. The monthly Leasing Fee shall be payable in advance at the beginning of the month for the respective month. (e.g. the Leasing Fee for February 2015 shall be payable on 4 February 2015 (third working day). Leasing Fees incurred at the beginning of a contractual period for a partial month shall be billed retroactively with the first full Leasing Fee month. ALZURA AG shall send the lessee a monthly invoice via e-mail for its records.
3. The lessee shall be obliged to set up a direct debit with his/her bank to ensure that ALZURA AG receives the monthly Leasing Fee on the agreed date. In case of a default on payment by the lessee, he/she shall reimburse ALZURA AG for any additional costs incurred as a result.
4. If the licensee is an entrepreneur as defined by § 14 German Civil Code, payment defaults shall be subject to an interest rate of eight percentage points above the current base lending rate. For non- entrepreneurs payment defaults shall be subject to an interest rate of five percentage points above the current base lending rate.

§6 Contractual Term and Termination

1. The agreement is concluded for an indefinite period. It may be terminated by either party subject to the provision of two (2) weeks’ notice with the termination becoming effective at the end of the respective calendar month.
2. Moreover, the agreement may be terminated in writing by either party without giving notice if there is good cause. Good cause for termination of the agreement by ALZURA AG shall exist if the lessee violates the license provided by ALZURA AG by using the domain beyond the scope permitted under this agreement and fails to refrain from the violation by the deadline stipulated by ALZURA AG in a warning letter.
3. The termination must be made in writing. The parties hereby agree that an e-mail shall satisfy the written form requirement.
4. In the event of termination, the lessee is obliged to discontinue his/her use of the domain. Once the termination is completed, ALZURA AG shall be entitled to undertake technical measures to prevent the lessee from using the terminated domain.

§7 Liability

1. The use of the leased domain in a manner which deliberately impairs the value of the domain is strictly prohibited – particularly through the
   • Violation of third-party rights, e.g. through the unauthorised use of third-party trademarks, logos or naming rights.
   • Unauthorised use of intellectual property protected by copyright to the benefit of third parties.
   • Use of the domain for any other illegal purpose.
   • Use of improper SEO practices (search engine optimisation) for this domain.
2. ALZURA AG guarantees that, at the time that the rights of use to the domain were granted it was not aware of any existing third-party rights to the domain – in particular that no third party claims have been asserted against it with regards to the transfer of the domain. With regard to the content, ALZURA AG expressly provides no guarantee with regards to the content that no third-party rights exist to the domain – in particular rights such as trademark rights, naming rights or other IP rights.
3. The licensor shall bear unlimited liability:
   • in the event of gross negligence or wilful intent,
   • in the event of injury to life, limb or health,
   • in accordance with the German Product Liability Act, and
   • in the scope of a guarantee provided by the licensor.
4. In case of ordinary negligence of an obligation that is essential for the fulfilment of this contract (cardinal obligation), the licensor’s liability shall be limited to the amount of damages that are foreseeable and typically associated with this kind of contract.
5. The Licensor has no further liability. In particular, no liability shall exist on the part of the licensor for initial defects.
6. The aforementioned limitations of liability shall also apply to the personal liability of the employees, representatives and executive bodies of the Licensor.

§8 Confidentiality

1. The parties agree to maintain secrecy regarding Confidential Information. This obligation shall continue to exist for a period of 2 years after the agreement ends.
2. This obligation does not extend to Confidential Information:
   • that the recipient can prove to have already known at the time the agreement was concluded or was disclosed thereafter by a third party without any confidentiality agreement, statutory provisions or administrative regulations being violated;
   • that was public knowledge at the time the agreement was concluded or thereafter became publicly known other than through a violation of this agreement;
   • that must be disclosed due to a statutory obligation or upon the instructions of a court or government agency. In such cases, the recipient that is under the obligation to disclose information, shall notify the other party in advance, to the extent permissible and possible, and give him/her the opportunity to oppose the disclosure.
3. The parties shall grant access to Confidential Information only to such consultants who are subject to a professional secrecy obligation or upon whom the obligations corresponding to the confidentiality obligations in this agreement have been imposed beforehand. Moreover, the parties shall disclose Confidential Information only to those employees who require such information for the fulfilment of this agreement and oblige such staff to maintain secrecy also beyond their employment relationship to the extent permitted by labour law.
4. Each culpable violation of the aforementioned confidentiality obligations shall trigger a contractual penalty of € 1,000.00. Further claims by the parties remain unaffected.

§9 Miscellaneous

1. In the event that ALZURA should decide to sell the leased domain, ALZURA shall grant the lessee the right of first refusal. If the lessee then decides to purchase the domain, this agreement shall end. The sale shall be governed by a separate agreement.
2. The lessee may not assign the rights and obligations from or in conjunction with this agreement to a third party.
3. The offsetting of payment claims by the licensor ALZURA shall be only permitted for claims which are uncontested or have been upheld in a court of law.
4. Any amendments and additions to this agreement must be in writing. This shall also apply to amendments or the revocation of this clause. Written electronic communication shall not satisfy the written form requirement.
5. The General Terms and Conditions of the lessee shall not apply. Supplementary to this Leasing Agreement, the General Terms and Conditions of ALZURA AG shall apply whereby the provisions of the Leasing Agreement take precedence.
6. German law shall apply exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980 (UN Sales Convention).
7. The place of fulfilment shall be Kaiserslautern. The sole place of jurisdiction shall be Kaiserslautern insofar as each party is an entrepreneur or a legal person under public law.
8. If any individual provision of this agreement becomes invalid, this shall not affect the validity of the remaining provisions. The contractual parties shall endeavour to replace the invalid provision with a provision that is as close as possible to the economic purpose of the invalid provision.
9. All appendices mentioned in this agreement shall be deemed an integral part of this agreement.