Terms and Conditions of Service

Last modified: January 11, 2022

Please read these general terms and conditions of service (“GT&C”) carefully. They contain very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you.

By registering, placing an order for products or subscribing for Services on this Website, you accept and are bound by these GT&C. If you enter into this agreement on behalf of an entity or organization, you represent that you have the legal authority to bind that entity or organization to this agreement.

YOU MAY NOT REGISTER WITH, ORDER OR SUBSCRIBE FOR PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH BIDX INC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

1. GT&C Application and Changes; Separate Website Terms of Use; Privacy Policy

1.1. These General Terms and Conditions of Service (hereinafter "GT&C") govern the contractual relationship between BidX Inc (hereinafter "BidX" or “We”) and the respective person or entity (hereinafter "Customer" or “You”) who wishes to register with, or to subscribe to or purchase products or services offered on the domain www.bidx.io (hereinafter "Website") to automatically control its advertising measures on the Amazon platform (operated by Amazon Europe Core S.à.r.l. (Société à responsabilité limitée), hereinafter "Amazon").

1.2. The latest version of these GT&C will be posted on this Website, and you should review these GT&C before purchasing any product or subscribing for any services that are available through this Website as the latest version at the time of conclusion of a contract shall be binding. Customer’s continued use of this Website after a posted change in these GT&C will constitute Customer’s acceptance of and agreement to such changes.

1.3. In addition to these GT&C, our Privacy Policy(available under https://www.bidx.io/privacy) and Website Terms of Use(available under https://www.bidx.io/terms) apply.

2. Subject of the contract, scope of service

2.1. By making its software solution (so-called Software as a Service, SaaS) available on the Website for a limited period of time, BidX offers the Customer the possibility of designing, managing and evaluating advertising measures on the Amazon platform (hereinafter "Services"). The scope of Services is defined in the service description in the version valid at the time of conclusion of the contract.

2.2. BidX offers the evaluation of the Customer's advertising measures on the Amazon platform on the basis of his/her/its data. The Customer is solely responsible for the completeness, accuracy, legality, timeliness, quality and suitability of the data, content, parameters, information, logos, pictures, videos, texts (hereinafter "Customer Contents") posted by him/her/it. BidX does not check the Customer Contents specified by the Customer for completeness, accuracy, legality, timeliness, quality and suitability for a specific purpose or the contractually agreed purpose.

2.3. The scope of use of the Services can be chosen by the Customer within the framework of various subscriptions and will be defined by the service description in the version valid at the time of conclusion of the contract.

2.4. BidX is entitled to make changes to the content or functionalities (e.g. by patches, updates or modifications) of the Services in its sole discretion. BidX is also entitled to have parts or all of its Services provided by third parties, in particular subcontractors.

2.5. The Customer may test the Services free of charge for fourteen (14) days after successful registration in accordance with Section 3.2 below. Subsequently, the use of the Services will be blocked for the Customer, unless the Customer buys a paid subscription in accordance with Section 3.3.

3. Registration and its Preconditions; Conclusion of the Contract

3.1. Full use of the Services requires registration and the conclusion and purchase of a corresponding subscription on the Website. Registration is effected by opening an account on the Website with agreement to these GT&C, our Website Terms of Use and the Privacy Policy. Registration on the Website is free of charge.

3.2. In the registration form, each Customer shall enter a valid e-mail address and create a password. By submitting the completed registration form using the "Register" button, the Customer creates a user account (hereinafter referred to as "Account") and submits his/her/its offer to conclude the contract for the use of the Website. If BidX accepts that offer by sending a confirmation e-mail and the Customer subsequently confirms his/her/its registration by selecting the hyperlink listed in the confirmation e-mail (double opt-in), a contract for the use of the Website is concluded between the Customer and BidX (hereinafter "User Contract"). A registration that the Customer does not confirm within one (1) week by clicking on the activation link may be deleted by BidX.

3.3. Within the first fourteen (14) days after successful registration in accordance with Section 3.2, the Customer may use the Services free of charge (hereinafter referred to as the "Trial Period"). At the end of the Trial Period, the Customer may only use the Services after entering into a legally binding contract to purchase a subscription (hereinafter "Subscription"). The legally binding conclusion of a contract for the purchase of a Subscription takes place as follows:

a. The presentation of the Subscriptions on the Website does not constitute a legally binding offer, but a non-binding invitation to potential Customers to submit an offer (invitatio ad offerendum).
b. A User Contract can only be concluded by using the form provided on the Website (hereinafter "Order Form"). To conclude the Subscription, the Customer must complete the Order Form completely.
c. The Customer confirms his/her/its choice by clicking on the button “Continue”.
d. The Customer has the opportunity to check and correct his/her/its data. BidX will provide the Customer with appropriate, effective and accessible technical means to identify and correct input errors before the binding submission of his/her/its Order Form.
e. Before the binding submission of the Order Form, the Customer has the ability to return to the subpage on which his/her/its details are recorded and correct input errors or cancel the order process by closing the Internet browser by pressing the "Back" button in the Order Form after checking his/her/its details.
f. The Customer submits a binding order by clicking the button "Purchase now". The sending of the order represents an offer to conclude a subscription.
g. The receipt of the offer will be immediately confirmed by BidX by means of an acknowledgement of receipt.
h. Acceptance of the offer by BidX is effected by declaration of acceptance in text form or activation of the Services for the Customer.

3.4. Registration and conclusion of a Subscription is only permitted for natural and legal persons (e.g. entities such as corporations, limited liability companies or partnerships) with unlimited legal capacity and only in their own name and for their own account. Registration and conclusion of contracts for legal persons is only permitted for persons acting as legal representatives or other beneficiaries of the respective legal person or on their behalf and will. Customers must either be eighteen (18) years of age at the time of registration and conclusion of the User Contract or their legal representatives must have agreed to the registration and conclusion of the User Contract.

3.5. Each Customer shall only register once. Each individual Customer shall create an individual Account. An Account is not transferable.

3.6. BidX has no obligation and you are not entitled to conclude a User Contract or a Subscription. BidX reserves the right to refuse the registration and the conclusion of a Subscription without giving reasons.

3.7. The data requested during registration and within the framework of the conclusion of a Subscription shall be provided completely and truthfully. If the data changes subsequently, the Customer is obliged to update the information immediately. Upon BidX's request, the Customer shall confirm the correctness and completeness of data.

4. Prices and Payment Methods

4.1. Subscriptions to use the Services are subject to a fee as listed on the pricing table for the monthly or annual Subscription fees (hereinafter referred to as "Service Fee"). All prices listed on the pricing table are subject to change without notice. You will be charged the Service Fee that is currently valid at the time the User Contract is concluded. Price increases will only apply to Subscriptions purchased after such changes. However, the Customer may be charged by third parties for costs in connection with the use of the Services (e.g. for the use of telecommunications networks); BidX has no influence on such potential third-party costs that are separate from and in addition to the Service Fee.

4.2. The Service Fee owed by the Customer is due for payment in advance at the beginning of the Subscription’s applicable booking period (monthly or annually).

4.3. The Service Fee owed by the Customer must be paid using one of the payment methods supported by BidX. The supported payment methods are listed on the Website. BidX reserves the right to exclude individual payment methods selected by Customers if there are reasonable grounds to doubt a Customer’s credit, or to suspect the risk of a return debit or cancellation of the payment or insufficient coverage of the bank account to be debited.

4.4. If the Customer chooses "credit card" as payment method, an amount equal to the booked Service Fee will be blocked, i.e. deducted from the withdrawal limit of the means of payment without the amount being transferred to BidX. If the Subscription offer is not accepted, or the Subscription otherwise fails to complete or expires or if BidX is not or no longer entitled to a Service Fee, the blocked amount will be released again.

4.5. All prices are exclusive of any taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on BidX's income.

5. Confidentiality; Responsibility for Customer Content

5.1. The Customer is obliged to keep the login data, passwords, etc. secret and not to pass on his/her/its access data to unauthorized third parties and to log out after each session. Customers are responsible for all Customer Content, statements and actions made or committed after a login with the Customer's password and e-mail address even if the Customer has no knowledge of them. In particular, Customers will be liable for intentionally or negligently providing third parties (including family members) with access to their password or the Account. The Customer must inform BidX immediately if he/she becomes aware that the access data was disclosed, stolen or otherwise became accessible to unauthorized third parties.

5.2. If BidX has reason to suspect that access data became known or accessible to unauthorized third parties, BidX is entitled but not obliged, for security reasons, to change the access data independently without prior notice or to block the use of the Account at its own discretion. BidX shall inform the Customer of such change or block without delay and shall provide new access data on request within a reasonable period of time. The Customer is not entitled to have the original access data restored.

6. Usage Right

6.1. BidX grants the Customer a worldwide, revocable, non-exclusive, non-sublicensable and non-transferable right to use the Services solely to the extent and in accordance with these GT&C and solely for the duration of the Subscription. All intellectual and industrial property rights, including any and all copyrights to the Website and the Services remain solely and exclusively with BidX. You acknowledge and agree that all uses in these GT&C and the Website of terms such as “purchase”, “buy” or “sell” and the like mean the purchase or sale of user right or license, as the case may be. Each product and Service marketed on this Website is made available solely for use or license, not sale, to you and other prospective Customers under and may be subject to further terms, conditions, and restrictions of a separate end-user license agreement. Subject to any separate license agreement, Customers may not resell, reverse engineer, copy, modify, improve, sublicense or transfer any licensed products or Service.

6.2. The customer grants BidX the simple, spatially, temporally and content unlimited right and license (hereinafter "License") to use all Customer Contents posted by him/her/it on the Website and contained within the scope of the Amazon-ID. In particular, this License includes the right to reproduce, use, operate, copy, publicly present or display, distribute, modify, translate and create derivative versions of Customer Contents for distribution as well as the right to edit Customer Contents. In particular, BidX is entitled to process, prepare and adapt the Customer Contents technically in such a way that it can also be displayed on mobile receiving devices or in services and software applications of third parties.

6.3. The License shall be terminated upon a Customer’s deletion of his/her/its Customer Contents or Account.

6.4. The Customer guarantees that he/she/it is the owner of the transferred rights and that it is possible for him/her/it to effectively grant the License in accordance with Section 6.2. The Customer also guarantees that the Customer Contents do not infringe any rights of third parties, in particular no trademark, competition, copyright, property, intellectual property, privacy, moral or personal rights.

6.5 Subject to the terms and conditions contained in these GT&C, BidX hereby grants you a non-exclusive, non-sublicensable, non-transferable license to use the user manuals, handbooks, and guides relating to the Services during the term of the applicable User Contract solely for your internal business purposes in connection with use of the Services.

6.6 BidX may, directly or indirectly, by use of any lawful means, suspend, terminate, or otherwise deny Customer's access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if (a) BidX receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires BidX to do so; or (b) BidX believes, in its sole discretion, that (i) Customer has failed to comply with any term of these GT&C, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under these GT&C or the User Contract; (ii) Customer is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) the User Contract expires or is terminated. This Section 6.5 does not limit any of BidX's other rights or remedies, whether at law, in equity, or under these GT&C or the User Contract.

7. Availability

7.1. BidX will use commercially reasonable efforts to achieve 98% accessibility of Services on a quarter-annual basis. Downtimes that are not based on a breach of duty by BidX, but based on events such as

(a) attacks on BidX systems by third parties,

(b) hardware failures through no fault of BidX,

(d) failures of Customer’s internet connectivity,

(e) internet or other network traffic problems other than problems arising in or from networks actually controlled by BidX,

(f) Customer's failure to meet any minimum hardware or software requirements set forth in the specifications for the Services,

(g) cases of Force Majeure,

(h) unscheduled maintenance work related to any of the events listed in (a) through (g) above,

(i) scheduled maintenance work in accordance with Section 7.2 below, and

(j) similar events outside BidX responsibility or control

are not taken into account for calculating the accessibility percentage. Use options and Service availability may be restricted or temporarily interrupted by maintenance work, further development or malfunctions. This can lead to data loss under certain circumstances.

7.2. Plannable maintenance work takes place regularly between 10 p.m. and 12 a.m. Eastern Standard Time and will be announced to the Customer at least three (3) days in advance by e-mail. Plannable maintenance work will affect the availability of the Services for a maximum of ten (10) hours during a calendar month.

7.3. BidX provides the Services exclusively on the Website. Errors or disturbances outside BidX's sphere of influence or control, such as the functionality of the API of the amazon.de platform or the provision of the correct Customer Contents are not BidX's responsibility. In the event of errors or disruptions outside BidX's sphere of influence that lead to inaccessibility of the Services, such inaccessibility shall not count against the percentage of guaranteed accessibility pursuant to Section 7.1 above and the Customer shall remain obliged to pay the corresponding Service Fee.

7.4. The customer is responsible for creating, maintaining, operating and, if necessary, updating a sufficiently dimensioned hardware and software environment, including an internet connection and browser for the use of the Services.

7.5 If (a) the actual availability of the Subscription Services is less than the availability targeted pursuant to this Section 7 (“Accessibility Failure”) during any Subscription month, (b) Customer reports such Accessibility Failure promptly upon becoming aware of it, and (c) Customer requests a credit against the Service Fee from BidX, then BidX shall issue to Customer a credit of thirty percent (30%) against the monthly Service Fee for the month in which the Accessibility Failure occurred, or a credit of two and a half percent (2.5%) against the annual Service Fee for the year in which the Accessibility Failure occurred, as the case may be.

8. Term and Termination of the User Contract and Subscription

8.1. The Customer can choose between a monthly and an annual Subscription period.

a. Monthly Subscription periods begin with the conclusion of the Subscription and will automatically be extended for the subsequent Subscription month on a rolling ongoing basis unless the Subscription is terminated with at least fourteen (14) days’ written notice prior to the end of the then current Subscription month.
b. Annual Subscription periods begin with the conclusion of the Subscription and will automatically be extended for the subsequent Subscription year on a rolling ongoing basis unless the annual Subscription is terminated with at least fourteen (14) days’ written notice prior to the end of the then current Subscription year.
c. For the avoidance of doubt, termination will not take effect until the Subscription has been completely carried out. In the event of termination, the Account will be maintained for as long as is necessary for the processing of completed Subscriptions.

8.2. Notwithstanding the above provision, BidX may terminate the Subscription with written notice, effective immediately, if

(a) the Customer fails to pay the Services Fee for either two (2) consecutive months or for any three (3) months in the aggregate during any Subscription year,zxx

(b) Customer breaches Section 5 hereof,

8.3. Notice of termination by BidX shall be given to Customer’s e-mail address associated with Customer’s Account. Notice of termination by Customer may be given by e-mail to billing@bidx.xyz. Alternatively, Customer may terminate via the Customer's Account.

9. Effect of Termination

The personal data provided by the Customer and the Account will be deleted by BidX upon termination of the User Contract; in the event of termination by BidX, the Customer will have the option of viewing and, if necessary, backing up his stored data for at least two (2) weeks. If BidX is entitled not to delete data for legal or other reasons, BidX may alternatively also block it; if this authorization is omitted, the data will be deleted by BidX.

10. Limitations of Liability

10.1. EXCEPT AS OTHERWISE PROVIDED IN SECTION10.3, IN NO EVENT WILL BidX OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, A USER CONTRACT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO SECTION 7.5; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 10.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF BIDX AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR A USER CONTRACT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO BIDX UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

The exclusions and limitations in Section 10.1 And Section 10.2 do not apply to BidX's gross negligence or willful misconduct.

11. Disclaimer of Warranties

SERVICES PURCHASED FROM THE SITE WILL BE PERFORMED IN A PROFESSIONAL MANNER AND IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN THESE GT&C, BIDX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, BIDX MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR BIDX MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

12. Force Majeure

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these GT&C, for any failure or delay in our performance under these GT&C when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

13. Applicable Law

All matters arising out of or relating to these GT&C are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

14. Dispute Resolution and Binding Arbitration

14.1 YOU AND BIDX ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND BIDX ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE WEBSITE, A USER CONTRACT OR YOUR USE OR REGISTRATION ON THE WEBSITE WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

14.2 The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 14. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section 14. The place of arbitration shall be New York City.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

14.3 You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR BIDX WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

15. Assignment

15.1. You may not assign any of your rights or delegate any of your obligations under these GT&C or a User Contract without our prior written consent. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves you of any of your obligations under these GT&C or your User Contract with BidX.

15.2. Unless otherwise agreed in individual cases, neither party shall be entitled to offset claims of another party under this agreement or to assert a right of retention with regard to an obligation arising from the business relationship, unless the claims of the respective party asserting a right to offset or retention are ready for decision and undisputed or have been recognized by the other party or have been established by a final decision of a competent court or arbitration court; this restriction shall not apply to synallagmatic, i.e. mutually interdependent claims.

16. User Contract and Subscription available via Website

The contract text of the User Contract as well as the contract texts of the Subscriptions and the other contract texts are only accessible to the Customer on the Website in the current version. However, the respective contract text is sent to the Customer by e-mail and can thus be saved or printed out by the Customer.

17. Severability

If any provision of these GT&C is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these GT&C and will not affect the validity or enforceability of the remaining provisions of these GT&C.

18. No Waiver; No Third Party Beneficiaries

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of BidX. These GT&C do not and are not intended to confer any rights or remedies upon any person other than you.

19. Entire Agreement.

Our order confirmation, these GT&C, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and BidX on the matters contained in these GT&C. Any other terms or conditions of purchase are expressly rejected.