General Terms and Conditions

between

Private Alpha Germany Gmbh, represented by its managing directors Christoph J. Gum & Christoph R. Züllig, Private Alpha Germany GmbH

Bahnhofstrasse 19, 78224 Singen – Deutschland Commercial Register/Handelsregister: Private Alpha Germany GmbH – HRB Nr: 727118

Responsible commercial register/Handelsregisteramt: Amtsgericht Freiburg i. Br.

– hereinafter referred to as the “Provider” –

and

the customers designated in § 3

– hereinafter referred to as the “Customer” –

§ 1 Scope of application and contractual basis

1. These General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) of the Provider, in the version valid at the time the contract is concluded, apply to all business relations between the Provider and the respective Customer in respect of all services of the Provider.

2. Terms and conditions of the Customer which conflict with or deviate from these Terms and Conditions are in principle not recognised by the Provider. This applies otherwise only where the Provider exceptionally consents to them expressly and in writing. These Terms and Conditions also apply where the Provider renders services to the Customer in the knowledge of terms and conditions which conflict with or deviate from these Terms and Conditions.

§ 2 Services

The Provider distributes products of Private Alpha Switzerland AG on its internet platform. These comprise digital products exclusively. Details of the offers are set out in the respective product description.

§ 3 Customers

1. Customers within the meaning of these Terms and Conditions may be consumers as well as entrepreneurs.

2. Pursuant to § 13 BGB (Bürgerliches Gesetzbuch, the German Civil Code), a consumer is any natural person who enters into a legal transaction for purposes which are predominantly attributable neither to their commercial nor to their self-employed professional activity.

3. An entrepreneur is a natural or legal person or a partnership with legal capacity which, when entering into the legal transaction, acts in the exercise of its commercial or self-employed professional activity.

4. The Provider’s services may be used only by Customers who are of full age and have unrestricted legal capacity. For a legal person or a partnership with legal capacity, the services may be ordered only by a person who is of full age, has unrestricted legal capacity and is authorised to act as its representative

5. The Provider directs its offer exclusively at Customers in the countries of the European Economic Area and in Switzerland. In particular, the offer is not directed at Customers whose habitual residence or registered office is in Japan, Canada, the United Kingdom or the United States of America.

§ 4 General provisions on orders

1. The presentation of products on the internet platform does not constitute a binding declaration of intent on the part of the Provider.

2. The Customer submits a binding offer by sending the order in the final step of the ordering process, activating the button “Ich habe die Geschäftsbedingungen gelesen und stimme ihnen zu” (I have read and agree to the terms and conditions) and pressing “Jetzt bestellen” (order now). Immediately after the order has been sent, the Customer receives a notification confirming receipt of the offer, which does not yet constitute a declaration of acceptance by the Provider. A contract is concluded by the Provider confirming the Customer’s offer in a separate e-mail. It is incumbent on the Customer to check their e-mail inbox, including the spam folder, regularly. Until the binding declaration of acceptance has been sent, the Provider may refuse acceptance at any time without giving reasons. There is no entitlement to the conclusion of a contract.

3. In the course of the ordering process the Customer selects the desired services pursuant to § 2 of these Terms and Conditions and states their personal data as well as the intended method of payment from the options in § 8 Abs. 3 of these Terms and Conditions. Before activating the button “Jetzt bestellen” (order now), the Customer is asked to check once again the data they have entered. In the event of input errors or incomplete entries by the Customer, the data are displayed again before transmission. The Customer has the right to cancel the ordering process at any time up to activation of the button “Jetzt bestellen” (order now) without giving reasons.

4. An order is possible only if the Customer expressly accepts these Terms and Conditions and the Provider’s data protection provisions pursuant to § 11 of these Terms and Conditions.

5. In the event of delivery disruptions due to force majeure, including strikes and lock-outs, the performance obligations of the Customer and of the Provider are suspended for the duration of the disruption.

6. Subscriptions commence with the next available issue or at the next possible date, unless a later date was stated when ordering. Detailed information on the subscription period and on the notice period is shown within the respective product description. Unless stated otherwise in the product description, the subscription is automatically extended by a period of one year unless the Customer gives notice of termination to the Provider in text form or by e-mail four (4) weeks before the end of the respective subscription period. Termination for good cause remains unaffected. It is expressly pointed out that the Customer can prevent the automatic extension of the contract by giving notice in good time.

7. Where the place of performance is in Austria or Switzerland, the Provider undertakes to draw the Customer’s attention separately to the possibility of termination in good time before the end of the notice period. Because the notice period already begins to run upon conclusion of the contract and ends four (4) weeks before the end of the respective subscription period, notification is given to the Customer six (6) weeks before the end of the subscription period. The Customer therefore has at least two (2) weeks in which to submit any notice of termination.

8. The Customer must notify the Provider of any changes affecting the performance of services under this contractual relationship, in particular of the invoicing, delivery and e-mail address, at least ten (10) working days before the desired date of the change.

§ 5 Orders for print editions

1. Orders for and deliveries of print editions are not offered by Private Alpha Switzerland AG.

§ 6 Orders for digital products

1. Ordered digital products are made available by the Provider. The Customer is notified of this by e-mail. It is incumbent on the Customer to check their e-mail inbox, including the spam folder, regularly. The digital products are made available independently of the notification to the Customer, so that the Customer can also access the products in their customer account if they have not taken note of the notification of availability.

2. By way of such provision the Customer obtains the right to use the products made available for their own information purposes and to copy them into the working memory of their computer. Downloading and temporary storage for private purposes are permitted in this connection. The Customer is entitled to produce a printout of the text for their own information purposes only. Beyond that, the Customer may use the retrieved text exclusively for their own use. The entitlement under this § 6 Abs. 2 is not transferable and applies only if protective notices and reproductions of trade marks and names remain unaltered in the copies.

3. The rights of use in digital products are granted revocably until payment has been made in full. Should payment not have been received in full within two months of the due date, the Provider reserves the right to block the Customer’s entitlement to access the digital products associated with the payment owed until payment has been made in full.

4. Unlimited availability of data cannot be guaranteed. The Customer is recommended to store the digital products ordered locally on their devices. The Provider will keep the digital products ordered and access to them available as continuously as possible. No warranty is given for availability at all times. In particular, interruptions of operation due to customary maintenance work, system updates or technical faults outside the Provider’s sphere of influence are possible.

5. It is incumbent on the Customer to ensure that they are able to establish unrestricted connections to external servers via the internet from their device, that storage of the transmitted data is possible for them and that the specific display software referred to in the respective product description is available to them for obtaining the individual services of the Provider.

6. The Customer is themselves responsible for keeping the access data for their customer account confidential. They will take the necessary measures to ensure confidentiality and will notify the Provider of any misuse or loss of the access data, or of any suspicion thereof. If the Customer’s customer account is used vis-à-vis the Provider by a third party, the Customer is also liable for the activities of that third party connected with their customer account. In particular, the Customer is liable to the Provider for any damage, costs and expenses arising as a result. The Customer is not liable if they are not responsible for the misuse of their customer account.

§ 7 Copyright

1. All rights, in particular the copyright rights of use and exploitation in the texts contained in the Provider’s products, belong exclusively to the Provider as against the Customer.

2. Any use of the Provider’s products going beyond the rights of use granted, in particular publication on the internet as well as unauthorised reproduction, alteration, reprinting, distribution or making available, is not permitted. Permitted uses under copyright law are not restricted.

3. Where the Customer is an entrepreneur within the meaning of § 3 Abs. 3 of these Terms and Conditions, in particular where they carry out impermissible acts of exploitation under § 7 Abs. 2 of these Terms and Conditions for consideration, they undertake to pay to the Provider, for each case of a culpable breach of § 7 Abs. 2 of these Terms and Conditions — to the exclusion of the defence of continuous conduct — a reasonable contractual penalty to be determined by the Provider at its reasonable discretion and reviewable in the event of dispute by the competent court.

4. The assertion of a claim for damages going beyond the contractual penalty pursuant to § 7 Abs. 3 of these Terms and Conditions on account of a breach of § 7 Abs. 2 of these Terms and Conditions remains unaffected. The contractual penalty is, however, set off against any such claim for damages.

§ 8 Prices, due dates and payment

1. The price shown in the product description at the time the contract is concluded applies in each case. All prices stated are inclusive of value added tax at the statutory rate in force. Any additional taxes and duties which may arise are always to be borne by the Customer.

2. The Customer is obliged to pay in advance for the term agreed in each case, from the conclusion of the contract.

3. The Customer may pay by invoice, credit card, PayPal or Stripe at their option.

4. In the case of payment by invoice, the client receives an invoice by e-mail to the e-mail address they have provided immediately after the due date. They must settle it within the payment period stated therein. If the client falls into default of payment, the Provider is entitled to demand default interest at a rate of five (5) percentage points above the prevailing base rate of the European Central Bank p.a. If the Provider can demonstrate that it has suffered greater damage as a result of the default, it is entitled to assert such damage.

5. In the case of payment by credit card or direct debit, the credit card is charged or the client’s account is debited on the due date.

6. In the case of payment by PayPal, the payment is processed via the payment service provider PayPal (Europe) S.à.r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg. PayPal’s terms of use apply. The client can access the terms of use for payment via an existing PayPal account at https://www.paypal.com/de/webapps/mpp/ua/useragreement-full. The provisions applying to payments where the client does not have an existing PayPal account can be accessed at https://www.paypal.com/de/webapps/mpp/ua/privacywax-full.

In the case of payment by Stripe, the payment is processed via the payment service provider Stripe Payments UK Ltd, 211 Old Street, The Warehouse, 7th Floor, London EC1V 9NR, United Kingdom. Use of this payment method requires the Customer to register with Stripe. Stripe’s terms of use apply, which the Customer can access at https://stripe.com/en-ch/ssa.

7. In the case of services consisting of subscriptions, the Provider is entitled, after expiry of the minimum contractual term of the subscription, to increase the price reasonably at its reasonable discretion where this is based on an increase in the general price level (in particular taking account of retail prices, where the products concerned are also sold as individual issues) or in its costs. It must notify the Customer of the increase with reasonable notice and in doing so expressly grant the Customer the opportunity to object and to terminate without notice. In the event of an objection, the Provider is entitled to terminate the subscription for good cause. From the date on which the increase takes effect, the new prices are payable. Prices already paid in advance are, however, guaranteed for the period of the advance payment and are not increased.

8. A termination or the exercise of a right of withdrawal does not entitle the Customer to have amounts paid by direct debit reversed by the bank. The Customer must compensate the damage arising from bank charges and processing effort in connection with a reversal in the amount of the charges actually incurred. The burden of proving that no damage or lesser damage has arisen lies with the Customer.

§ 9 Warranty and liability

1. The Provider is liable for material defects in accordance with the statutory provisions.

2. The Provider is liable for intent and gross negligence, and for damage arising from injury to life, body or health, in accordance with the statutory provisions, for damages or for the reimbursement of futile expenditure.

3. The Provider is liable for slight or simple negligence in the event of a breach of a cardinal obligation. A cardinal obligation is an obligation the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the client regularly relies and may rely. Where, however, a cardinal obligation has been breached only slightly negligently and this has not led to injury to life, body or health, claims for damages are limited in amount to the typical and foreseeable damage.

4. The Provider is furthermore liable without limitation to the extent of any guarantee it has assumed.

5. The Provider bears no further liability.

6. The Provider is not liable for damage which may result from high-risk investment in stock exchange, financial futures and foreign exchange transactions. In particular, it is incumbent on the Customer, before placing a securities order, to check whether the security to be traded actually has the assumed characteristics as regards price, underlying and terms.

§ 10 Right of withdrawal

Where the Customer is a consumer within the meaning of § 3 Abs. 2 of these Terms and Conditions, they have a right of withdrawal in accordance with the Widerrufsbelehrung (withdrawal instruction) set out in the annex.

§ 11 Data protection

The Provider’s current privacy policy can be found at the link https://www.privatealpha.de/cookie-richtlinie-eu/. The Provider expressly points out at this juncture that, despite all technical precautions, the internet does not permit absolute data security. The Provider is not liable for the acts of third parties.

§ 12 Risk warning

The Provider points out that investments in securities, money market instruments, derivatives or other financial instruments are in principle associated with risks. The total loss of the capital invested cannot be excluded. In the case of particular forms of trading (such as CFDs, futures, the spot market), obligations to make additional contributions may arise in extreme cases, so that losses may also exceed the capital invested. No reliable conclusions as to the future performance of the financial instruments presented can be drawn from past performance. The information made available by the Provider is in no way a substitute for professional advice tailored specifically to the Customer’s personal and financial circumstances.

§ 13 Final provisions

1. Swiss law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods where the Customer’s habitual residence is in Switzerland or in a state which is not a member of the European Union. Where the Customer has their habitual residence in another member state of the European Union, mandatory provisions of the state in which the Customer has their habitual residence remain unaffected.

2. The Provider is entitled to amend these Terms and Conditions at any time with effect for the future. The Provider will inform the Customer of amendments and adjustments to the Terms and Conditions in good time in writing, by e-mail or in another suitable manner and will give the Customer the opportunity to review the Terms and Conditions. The amendments and adjustments are deemed approved and binding for the existing contractual relationship if the Customer does not object to them to the Provider by e-mail, fax or in writing. The Customer’s objection must have been received by the Provider within six (6) weeks of receipt of the information. The Customer is specifically informed of this legal consequence in the information on the amendments and adjustments. If the Customer objects within the period allowed, the Provider has the right to terminate the contract with the Customer without notice. If the Customer does not object to the amendments and adjustments, these take effect upon expiry of the period referred to in sentence 4 of this provision.

3. These Terms and Conditions are made available in the German language only.

4. The Provider does not store any contract text that would be accessible to the Customer after conclusion of the contract.

5. Should individual provisions of the Terms and Conditions be or become wholly or partly invalid, or should an unforeseen gap arise, the validity of the remaining provisions or parts of those provisions remains unaffected. The respective statutory provisions take the place of the invalid or missing provision.

6. The assignment of claims to which the Customer is entitled arising from the business relationship with the Provider is excluded.

7. Regulation (EU) No 524/2013 of the European Parliament and of the Council of 21 May 2013 on online dispute resolution for consumer disputes and amending Regulation (EC) No 2006/2004 and Directive 2009/22/EC (Regulation on consumer ODR) established an online platform for the out-of-court resolution of consumer disputes. This online platform can be found at http://ec.europa/consumer/odr/. The Provider is neither obliged nor willing to participate in dispute resolution proceedings before consumer arbitration bodies.

8. Insofar as an agreement on jurisdiction is legally permissible, the place of jurisdiction for all present and future claims and disputes between the Provider and the Customer arising from or in connection with this agreement is Lucerne/Switzerland.

WIDERRUFSBELEHRUNG (INSTRUCTION ON THE RIGHT OF WITHDRAWAL)

1. Digital products

Right of withdrawal

You have the right to withdraw from this contract within fourteen (14) days without giving any reason. The withdrawal period is fourteen (14) days from the day on which the contract was concluded.

To exercise your right of withdrawal, you must inform us, Private Alpha Switzerland AG, represented by its board members Christoph J. Gum & Christoph R. Züllig Lerchenbühlstrasse 16; 6045 Meggen, of your decision to withdraw from this contract by means of an unequivocal statement in text form (e.g. a letter sent by post, fax or e-mail). To meet the withdrawal deadline, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

Consequences of withdrawal

If you withdraw from this contract, we must reimburse to you all payments we have received from you, including delivery costs (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen (14) days from the day on which we received notice of your withdrawal from this contract. For such reimbursement we will use the same means of payment as you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged any fees as a result of such reimbursement.

Early expiry

Pursuant to § 356 Abs. 5 BGB, your right of withdrawal expires early in the case of a contract for the supply of digital content not supplied on a tangible medium where the trader has begun performance of the contract after you have expressly consented to the trader beginning performance of the contract before the expiry of the withdrawal period and you have confirmed your awareness that, by giving your consent, you lose your right of withdrawal upon commencement of performance of the contract.

3. Special provisions for Austria and Switzerland

For orders where the place of performance is in Austria or Switzerland, text form is not a requirement for an effective withdrawal. Withdrawal is also permissible in oral form.