1. Scope, Definitions

1.1 These Terms of Use apply to the use of the online marketplace called "People of Health" (hereinafter referred to as "POH"), provided by bagobag GmbH, Berliner Straße 69, 13189 Berlin (hereinafter referred to as the "Operator"), as well as the software contained therein.

1.2 Users, as defined in these Terms of Use, is the umbrella term for registered users and guests. Users can be both consumers and businesses.

1.2.1 Registered users have the ability to access POH in a reading mode and use certain technical features.

1.2.2 Guests are users who have reading access to parts of POH that do not require registration and can use certain functions on POH that do not require registration.

1.2.3 Consumer refers to any natural person who enters into a legal transaction for purposes that are predominantly not related to their commercial or self-employed professional activities.

1.2.4 Entrepreneur refers to a natural or legal person or a legally competent partnership that, when concluding a legal transaction, acts in the exercise of their commercial or self-employed professional activities.

1.2.5 Sellers are registered users who, as entrepreneurs, offer goods for sale through POH.

1.2.6 Customers are registered users who purchase goods through POH as either consumers or entrepreneurs.

2. Eligibility for Use

2.1 Eligible to use POH are natural persons, legal entities, and partnerships. Natural persons who are not fully legally competent (especially minors) may only use POH with the consent of their legal representative. The Operator reserves the right to require written proof of the legal representative's consent in such cases. By agreeing to these Terms of Use, the user confirms that they meet the aforementioned requirements when entering into the user agreement.

2.2 Sellers must provide the Operator with a valid VAT identification number from a member state of the European Union and proof of their business address before they can start selling on POH.

2.3 The registration of a legal entity or partnership may only be carried out by an authorized natural person, who must be named.

2.4 Each user may only create one user account for POH. Their right to use POH is personal and non-transferable.

3. Registration, Conclusion of Contract

3.1 With successful registration or as part of guest access, a usage contract is concluded between the operator and the user for the use of POH under the application of these terms of use.

3.2 For registration, the user can sign up by entering their data into the designated online form and clicking the button that completes the registration process. Submitting the registration data constitutes the user's offer to conclude the usage contract, which the operator may accept but is not obliged to accept. The operator may accept the user's offer within five days of receiving the request by sending an order confirmation electronically (via email) or by activating the user account. If the operator does not accept the contract offer within the aforementioned period, this is considered a rejection of the offer.

3.3 The contract text is stored by the operator but can no longer be accessed by the user via the operator's website after submitting their contractual declaration.

3.4 Before submitting their contractual declaration, the user can continuously correct their entries using the usual keyboard and mouse functions.

3.5 Different languages are available for contract conclusion. The specific languages available are specified in the service description on the operator's website.

3.6 The email address serves as the user's identification and personal designation. The user must ensure that the email address provided during online registration is correct so that emails sent by the operator can be received at this address. In particular, the user must ensure that all emails sent by the operator or third parties commissioned with processing can be delivered despite the use of SPAM filters.

3.7 The data requested during registration must be provided completely and correctly by the user. The user is obliged to keep this data (including email addresses) up to date. The data provided will generally not be checked for accuracy and completeness by the operator.

4. Operator's Services, Marketing, Ranking

4.1 The operator provides POH as an online marketplace where users can use the software provided by the operator to create user profiles, post sales listings for goods, retrieve such listings, and interact with other users of the portal.

4.2 Posting sales listings is exclusively available to merchants as defined in section 1.2.5. The specific scope of services is detailed in the service description on the operator's website.

4.3 Contracts for goods displayed on POH can be concluded directly between users through POH. The operator merely acts as an intermediary and does not become a contractual party to agreements between users. The fulfillment of contracts concluded between users is carried out exclusively between the users unless otherwise specified in the following provisions. The operator does not accept declarations of intent exchanged between users and does not guarantee that a contract will be concluded between users.

4.4 Payment processing of transactions can take place either directly between the user and the merchant after purchase/contract conclusion or through the operator. If payment processing occurs directly through the operator, the operator may use the services of third-party payment providers. In this case, the merchant grants the operator any necessary authorization to receive payments from customers. The available payment methods will be communicated to the customer before each contract conclusion on POH.

4.5 To use POH, the operator provides the user with access to its website and offers suitable software, which remains on the operator's server. The functionality and technical specifications of the software are detailed in the service description on the operator's website. The operator is not responsible for establishing and maintaining the data connection between the user's IT system and the operator's server.

4.6 To market the products offered on POH, the operator conducts various promotional activities such as placing advertisements in search engines, affiliate marketing, display ads, and other digital advertising formats. The operator reserves the right to modify specific measures at its reasonable discretion if it appears appropriate considering both parties' interests.

4.7 The order in which products appear in a search or category on POH (ranking) is based in particular on the following factors:

• Availability of relevant product variants,
• Number of clicks and past orders,
• Relevance to the entered search term.

Additionally, the ranking can be influenced by marketing measures offered by the operator in favor of a particular product.

4.8 If the operator also acts as a seller on POH, they may use historical sales data and transaction analysis on POH to decide which products they want to offer. Furthermore, the operator can place its products in lower-ranking positions according to the above ranking rules.

4.9 POH is offered subject to availability. A 100% availability is technically not feasible and therefore cannot be guaranteed by the operator. However, the operator strives to keep the service as continuously available as possible. In particular, maintenance, security, or capacity-related concerns, as well as events beyond the operator's control (such as disruptions in public communication networks, power outages, etc.), may lead to temporary disruptions or service suspensions. The operator will carry out maintenance work during low-usage periods whenever possible.

4.10 The software used to operate POH is updated irregularly by the operator. Accordingly, the user is granted a right to use the software in its current version only. The user has no entitlement to a specific state of the software.

5. Changes to Services

5.1 The operator reserves the right to modify the offered services or offer different services, unless this is unreasonable for the user.

5.2 Furthermore, the operator reserves the right to modify or offer different services as an operator.

• insofar as he is obliged to do so due to a change in the legal situation;
• insofar as he complies with a court judgment or an official decision directed against him;
• insofar as the respective change is necessary to close existing security gaps;
• if the change is only beneficial for the user; or
• if the change is purely technical or procedural in nature without any significant impact on the user.

5.3 Changes with only insignificant influence on the functions of POH do not constitute performance changes within the meaning of this clause. This applies in particular to purely graphical changes and the mere change in the arrangement of functions.

6. Duties of the user, responsibility for content

6.1 Each user is solely responsible for the content of the information he posts on POH, in particular for its truthfulness and legal harmlessness. The user assures that the data provided by him is true. The user ensures that the content he posts does not violate these terms of use or applicable law.

6.1.1 The publication of the following is particularly prohibited:

• copyright-protected content, if there is no authorization to use it (e.g., photos, for the publication of which on the Internet the photographer and/or a person depicted have not consented);
• false statements of fact;
• contributions aimed at personally attacking or defaming other users;
• racist, xenophobic, discriminatory or offensive content;
• content harmful to minors;
• content glorifying violence;
• false profile data to disguise true identity;
• links to sites that do not comply with legal regulations or these terms of use.

6.1.2 Furthermore, the following goods in particular may not be offered on POH:

• stolen goods/receiving stolen goods;
• forgeries, counterfeit branded products;
• items produced by child labor.

6.1.3 The following principles also apply to the presentation and sale of goods via POH:

• Only goods from the fields of medical products, PPE, and naturopathy may be directly offered for sale on POH, which meet the statutory requirements for product quality and product safety for placing on the market within the European Union. Irrespective of this, the presentation and display of the aforementioned products for illustrative purposes, in particular in the form of collective displays, catalogs, or presentations such as PDFs or videos, are allowed.
• Traders must have the goods offered or be able to deliver them within the time specified in the offer.
• Traders must provide accurate, complete, and legally compliant information about the price, payment, delivery, delivery time, and delivery and shipping costs in the offer.
• Offers must be placed in the appropriate category on POH.
• Technologies that harm or annoy the platform, users, or third parties (viruses, robots, spiders, scrapers, crawlers, hacking, brute-force attacks, etc.) may not be used.
• Users may not use the contact details they have received in the course of communication or a transaction with each other for sending advertising if there is no explicit consent from the other user.
• URLs may only appear in offers if further information on the respective topic can be found under the specified URL. The content of the linked pages must comply with applicable law. Links to partner programs, referral URLs, URLs to paid subscription pages, and online shops, etc., are prohibited.

6.2 Users are generally liable for all activities carried out using their access, insofar as they are responsible for them. The user is responsible for keeping the access data confidential. They must ensure that they are not accessible to third parties. The user must inform the operator immediately if there are indications that their access is being used or has been used without authorization by third parties.

6.3 The operator expressly points out that traders must observe special information obligations when concluding chargeable contracts with consumers in electronic commerce, such as the obligation to inform about an existing right of withdrawal. The trader is solely responsible for complying with these information obligations. Insofar as the operator provides the trader with pre-formulated legal texts for POH, these are merely non-binding suggestions that are not part of the user agreement and for which the operator assumes no liability. If the trader uses their own terms and conditions (AGB) for their offers on POH, these must not contradict these terms of use.

7. Granting of Usage Rights by the Operator

7.1 The operator grants the user a non-exclusive, time-limited right for the duration of the user contract to use the online portal provided by the operator and the software contained therein within the framework of these terms of use.

7.2 Without the written consent of the operator, the user is not permitted to make the content provided to them accessible to third parties. The user must ensure that they do not open any bypass options for third parties to access POH.

8. Granting of Usage Rights by the User

8.1 The operator is entitled to use or have used by third parties the content and information provided by users for POH.

8.2 Profile pictures and profile texts of traders as well as content of offers on POH may be used by the operator for external representation on partner websites and/or social media channels of the operator and/or in internet search engines.

8.3 Offers and other content of traders may be technically edited by the operator so that they can also be displayed on mobile devices or in apps of the operator or third parties.

8.4 Offers and other content of traders can also be accessed from other countries. The operator may translate offers and other user content for this purpose into other languages at their own expense.

8.5 The user grants the operator the necessary usage rights free of charge, non-exclusively and limited to the duration of the user contract, in particular the right to permanently retain and store, to make publicly accessible, the right to reproduce and publish, as well as the right to edit and distribute, and assures to be authorized to grant these usage rights.

9. Operator's Rights, Sanctions

9.1 If the user violates legal regulations or these terms of use, or if the operator has concrete indications of this, the operator is entitled to take the following measures, taking into account the following provisions:

• delete related entries of the user,
• change entries within the framework of the right to edit according to section 8,
• issue a warning,
• temporarily or permanently block the user's access, or
• take other necessary and appropriate measures.

The measure taken by the operator depends on the individual case and is at the operator's reasonable discretion.

9.2 If the operator decides to restrict or suspend the provision of POH for a trader concerning individual offers, they will provide the affected trader with a justification for this decision in text form before or simultaneously with the suspension or restriction becoming effective.

9.3 If the operator decides to completely terminate the provision of POH for a trader, they will provide the affected trader with a justification for this decision in text form at least 30 days before the termination becomes effective. Regardless, § 16.2 applies.

9.4 The period according to the preceding section does not apply if the operator

• is subject to legal or official obligations that require the complete termination of the provision of POH for this trader/user and does not allow them to comply with the period;
• effectively exercises their right to terminate the user contract extraordinarily for good cause;
• can prove that the affected trader/user has repeatedly violated the applicable terms of use, which has led to the complete termination of the user contract.

In the aforementioned cases, the operator shall immediately provide the affected trader/user with a justification for their decision in text form.

9.5 No justification is required in the above-mentioned cases if the operator is not permitted to disclose the specific facts or circumstances and the relevant reason(s) due to legal or official obligations, or if they can prove that the affected trader/user has repeatedly violated the applicable terms of use, which led to the complete termination of the user contract.

9.6 If a user is permanently blocked, they are no longer allowed to use POH and may not re-register.

9.7 The operator expressly reserves the right to take legal action in the event of a violation of legal regulations or these terms of use by the user.

9.8 The operator is authorized to remove offers or content that do not fit the overall message of POH at their own reasonable discretion. If the user has not committed a breach of duty attributable to them, the operator will refund the remuneration incurred for the deleted offer, if applicable.

10. Conclusion of the Contract between Users on POH

10.1 Auction

If the trader lists an item in the "Auction" format on POH, they submit a binding offer to conclude a contract for this item. They determine a starting price and a period within which the offer can be accepted (offer period). If the trader sets a minimum price for the auction format, the offer is subject to the suspensive condition that the minimum price is reached. The customer accepts the offer by placing a bid. To do this, the customer first enters the amount of their maximum bid in the input field provided on the trader's offer page and then follows the further steps specified by POH. Finally, the customer clicks on the "Confirm Bid" button. The acceptance is subject to the suspensive condition that the customer is the highest bidder after the offer period has expired. A bid expires if another buyer places a higher bid during the offer period. In the event of early termination of the offer by the trader, a contract is concluded between the trader and the highest bidder, unless the trader was entitled to withdraw the offer and cancel the existing bids.

10.2 Reverse Auction

If the trader lists an item in the "Reverse Auction" format on POH, they submit a binding offer to conclude a contract for this item. They determine a starting price and a period within which the offer can be accepted (offer period). The starting price decreases continuously in a technically predetermined rhythm until a bidder places a bid using the "Submit bid" button. This constitutes the acceptance of the trader's offer. The contract is concluded with the bidder who first places a bid at the displayed sales price within the specified offer period. If the trader sets a minimum price for the respective reverse auction, the offer is subject to the condition that the minimum price is not undercut.

10.3 Fixed Price

If the trader lists an item in the "Fixed Price" format on POH, they submit a binding offer to conclude a contract for this item. The customer accepts the offer by completing the electronic order process on POH and finally clicking the "Place binding order" button.

11. Rating System

11.1 The operator allows users to mutually and publicly rate each other after completing a transaction on POH.

11.2 Users are obliged to provide truthful information in their ratings. The given ratings must be factual and not contain any defamatory criticism.

11.3 Any misuse of the rating system is prohibited. In particular, it is forbidden to:

• submit ratings about oneself or have them submitted by third parties;
• incorporate circumstances into the ratings that are not related to the execution of the relevant transaction;
• use ratings for purposes other than trading on POH;
• induce other users to act, tolerate, or refrain from acting by threatening to give or withhold a rating.

11.4 The ratings are not checked by the operator without specific suspicion and may be incorrect or misleading.

11.5 If a user believes that an incorrect or otherwise impermissible rating has been submitted about them by another user, they can contact the operator with a complaint at the email address specified in the operator's imprint. The complaint must include a justification as to why the user believes the rating in question is incorrect or otherwise impermissible. In the case of a substantiated complaint, the operator will request the author of the rating to comment. If the author refuses to modify or withdraw their rating, the operator will decide at their own reasonable discretion, taking into account the interests of the affected users, whether the rating will continue to appear on POH until the matter is resolved by a court.

12. Compensation

12.1 The use of POH is free of charge for guests and customers.

12.2 Traders must pay the operator a commission for each successfully completed sales transaction on POH. The commission is based on the gross purchase price (purchase price including VAT) and is subject to statutory VAT. The amount of the commission is determined by the fee schedule valid on the day of the order. The fee schedule is an integral part of these terms of use.

12.3 A sales transaction is considered successfully completed when the purchase price has been fully paid by the customer and the customer does not effectively exercise their statutory right of withdrawal regarding the respective sales transaction, if applicable. If the customer effectively exercises their right of withdrawal against the trader, the trader must immediately notify the operator.

13. Payout of Sales Proceeds if Processing is Done through the Operator

13.1 The payout of sales proceeds to the trader will take place within 21 days after the goods have been shipped to the customer.

13.2 The payout will be made via PayPal or bank transfer to the PayPal or bank account specified by the trader, depending on the agreement between the operator and the trader.

13.3 If costs are incurred by the operator in connection with the agreed payment method, these are to be borne by the trader and will be deducted accordingly by the operator.

13.4 The operator can refuse the payout of sales proceeds if and to the extent that customers have not received the ordered goods. This also applies if and to the extent that customers have reported to the operator that they have not received the ordered goods, unless the trader can prove receipt of the goods by providing delivery confirmation.

14. Indemnification

The user indemnifies the operator from all claims that other users or third parties assert against the operator due to a violation of their rights resulting from content posted by the user or due to their other use of POH. The user assumes the costs of the necessary legal defense, including all court and attorney fees, in a reasonable amount. This does not apply if the user is not responsible for the legal violation. The user is obliged to provide the operator with all truthful and complete information necessary for examining the claims and defending against them in the event of a third-party claim.

15. Liability of the Operator

15.1 The operator is not liable for performance disruptions in the contractual relationship between users.

15.2 In the contractual relationship between the operator and the user, the operator is liable to the user for all contractual, quasi-contractual, and statutory, including tortious, claims for damages and reimbursement of expenses as follows:

15.2.1 The operator is fully liable on any legal grounds

• in case of intent or gross negligence,
• in case of intentional or negligent injury to life, body, or health,
• based on a guarantee promise, unless otherwise regulated,
• based on mandatory liability, such as under the Product Liability Act.

15.2.2 If the operator negligently breaches an essential contractual obligation, liability is limited to the contract-typical, foreseeable damage, unless unlimited liability applies according to the preceding clause. Essential contractual obligations are duties that the contract imposes on the operator according to its content to achieve the contractual purpose, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the user regularly relies.

15.2.3 Otherwise, the operator's liability is excluded.

15.2.4 The above liability regulations also apply concerning the operator's liability for its vicarious agents and legal representatives.

16. Term, Termination

16.1 The user contract with guests and customers is concluded for an indefinite period and can be terminated by either party at any time without notice.

16.2 The user contract with traders is concluded for an indefinite period and can be terminated by either party with 14 days' notice.

16.3 The right to extraordinary termination for good cause remains unaffected. A good cause exists if, taking into account all the circumstances of the individual case and weighing the mutual interests, the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination or until the expiry of a notice period.

A good cause particularly exists if:

• there is a significant breach of essential provisions of these terms of use, which is not remedied or is repeatedly committed despite setting a deadline and makes the continuation of the contractual relationship impossible or unreasonable;
• the user registers again during an ongoing suspension;
• the user provides false profile data to disguise their true identity;
• in the case of chargeable use of POH, enforcement proceedings have been initiated against the entire assets or a significant part of the other party's assets, or there are reasons for the initiation of insolvency proceedings against the other party, such proceedings have been rejected due to lack of assets, insolvency proceedings have been filed against the other party, or the other party has submitted an affidavit of their assets.

16.4 In the event of a justified extraordinary termination of the user contract by the operator, the user is not entitled to create a new user account for POH.

16.5 Terminations can be made in writing, in text form (e.g., email), or by the user by blocking/deleting their user account on POH.

16.6 Upon termination of the contract, the user loses access to their user account. Furthermore, the operator's obligation to store user-posted data also expires upon termination of the contract.

17. Amendment of the Terms of Use

17.1 If the user acts as an entrepreneur, the operator reserves the right to change these terms of use at any time without stating reasons, unless this is unreasonable for the user. The operator will notify the user of changes to the terms of use in text form in due time. If the user does not object to the validity of the new terms of use within a period of four weeks after notification, the amended terms of use are considered accepted by the user. The operator will inform the user in the notification of their right to object and the significance of the objection period.

17.2 Furthermore, the operator reserves the right to change these terms of use,

• insofar as they are obliged to do so due to a change in the legal situation;
• insofar as they comply with a court judgment or an official decision directed against them;
• insofar as they introduce additional, completely new services, services, or service elements that require a service description in the terms of use, unless the previous usage relationship is adversely changed as a result;
• if the change is only beneficial for the user; or
• if the change is purely technical or procedural in nature, unless it has significant implications for the user.

17.3 The user's right to terminate according to section 16 remains unaffected.

18. Applicable Law

All legal relationships between the parties are governed by the law of the Federal Republic of Germany. For consumers, this choice of law applies only insofar as the granted protection is not withdrawn by mandatory provisions of the law of the state in which the consumer has their habitual residence.

19. Jurisdiction

If the user acts as a merchant, a legal entity under public law, or a special fund under public law with its registered office within the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract is the operator's place of business. If the user has their registered office outside the territory of the Federal Republic of Germany, the operator's place of business is the exclusive place of jurisdiction for all disputes arising from this contract, if the contract or claims arising from the contract can be attributed to the user's professional or commercial activity. In the aforementioned cases, the operator is, however, in any case, entitled to call upon the court at the user's registered office.

20. Alternative Dispute Resolution

20.1 The EU Commission provides an online platform for online dispute resolution at the following link: http://ec.europa.eu/consumers/odr

This platform serves as a contact point for the out-of-court settlement of disputes arising from online purchase or service contracts involving a consumer.

20.2 The operator is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

21. Information on Data Access

21.1 In the course of using POH, the operator has access to the following categories of data, which may include both data with and without personal reference:

• Account data;
• Address/contact data;
• Order data;
• Inventory data;
• Product data;
• Payment data (limited access only);
• Access data.

21.2 The operator provides the following categories of data to traders, which are generated in connection with the use of POH:

• Trader's account data;
• Customer's account data (as far as necessary for the execution of the specific order);
• Order data (as far as necessary for the execution of the specific order or for billing);
• Trader's inventory and product data.

21.3 The categories of data according to section 21.1 are partially provided to third parties by the operator, who use this data for the further provision or development and analysis of POH:

• Payment services
• Providers of CRM and marketing software
• Providers of statistics and analysis software

21.4 After the termination of the user contract, the data provided by the respective user or generated through their use of POH will be deleted. Notwithstanding this, the operator will retain this information even after the end of the contract, insofar as they are legally obliged to do so or have a legitimate interest in it. Anonymized data generated through the use of POH (e.g., sales statistics) will generally be retained even after the end of the contract.

21.5 The operator provides information about the processing of personal data by the operator, including transmission to third parties and the user's rights as a data subject, in their privacy policy.