General Terms & Conditions of Shack

1. Scope

These General Terms and Conditions ("Terms") apply to the access to, and the use of Shack marketplace and bidding platform ("Platform") and related services (together the "Services"), available via Shack app, offered by Shack AG, Untere Roostmatt 8, 6300 Zug ("Shack").

The Platform and the Services are exclusively for natural persons acting for purposes that are predominantly outside their trade, business, or profession as consumers and where applicable, within the meaning of Section 13 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) or otherwise applicable provision under Swiss or Austrian law("User"). Any use of the Platform or the Services by traders (where applicable within the meaning of Section 14 BGB or otherwise applicable provision under Swiss or Austrian law) is expressly excluded.

Please note that certain provisions of these Terms may vary depending on whether the User is based in Switzerland, in Germany, or in Austria. Where differences arise, they are indicated by separate sections titled "For Users from the Swiss market" or "For Users from the German and Austrian market."

Unless otherwise provided by mandatory legal provisions, Swiss law shall apply if the User is habitually resident in Switzerland, and German, or Austrian law shall apply if the User is habitually resident in Germany or in Austria. In cross-border situations, the applicable law shall be determined in accordance with the relevant conflict-of-law rules, in particular the Rome I Regulation for Users from the EU.

To access or use the Platform and the Services, you, as the User, have to agree to these Terms. If the User does not agree to these Terms, the User may not use or access the Platform or the Services.

The User may access the Platform and related Services in each jurisdiction where the application is officially available via the relevant app store (e.g., iOS App Store).

These Terms, together with all other referencing documents, form a legally binding agreement ("Agreement") between Shack and the User.

2. Platform and Services

Shack provides the marketplace Platform and the related Services to the User. Users may offer, sell or buy Articles (each an "Article") online, in a variety of price formats, including bidding of Users for a specific Article of another User in the auction process ("Auction").

Shack does not own any Article offered for sale or sold on its site, and does not intervene in any way in the transaction between Users. The sales contract is concluded exclusively and directly between the Users and Shack is not part of a contractual relationship between the Users. As such, Shack does not transfer ownership of Articles from one User to the other, following the concluded Auction.

The Services may be based on, or otherwise include components from, artificial intelligence. In this case, the User may provide text or other data input to the Services ("Input") and receive output generated and returned by the Services based on the Input ("Output"). The User is solely responsible for ensuring that the provided Input does not violate any applicable laws or these Terms.

Shack charges no fees for the publication and then purchase of Articles offered for Auction on the Platform.

3. Registration and account

The User may need to register or create an account to access and use the Platform or part of the Platform. Users may opt for a username, which might be their real name, or a pseudonym. To the extent made available on the Platform, Users may add profile images as well as links to social media platforms. Shack may subject the User's username and profile picture to an automatic verification process. Shack's Privacy Policy available at www.shack.xyz/privacyPolicy/ applies.

When creating an account, the User must provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorised and will be terminated.

The User is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The User is responsible and liable for activities conducted through their account and must immediately notify Shack if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.

If and as permitted by applicable law, Shack may, but has no obligation to (i) ask the User to provide identification or other information, (ii) undertake checks designed to help verify User's identity or background (e.g. using verification service providers such as OneFootprint) and (iii) screen the Users against third-party databases or other sources and request reports from service providers. To the extent made available on the Platform, the User may verify his account by using the verification service providers mentioned on the Platform. The verification process may be subject to the payment of fees to the extent displayed on the Platform, in such case the User is responsible for the payment which can be conducted using Shack Coins (see Section 5). Shack reserves the right to limit or suspend access to the Services or delete the User's accounts in case the User is in violation of these Terms, or in the event of Shack reasonable determination of the occurrence or potential for the occurrence of illegal, unlawful or fraudulent use of the Services, or attempted fraudulent activity by the User.

Shack may list or rank accounts of the Users on the Platform by recommendation, amount of Articles sold via the Platform, or other criteria listed by Shack at its sole discretion, The User may object to being listed in such rankings by sending an email to Shack at crew@shack.xyz.

4. Items and Auction process

5. Shacks & Boosting Packages

Users may purchase credits provided by Shack (each a "Shack Coin") on the Platform via the available payment methods. A Shack Coin is worth the amount displayed on the Platform and can only be used on the Platform to purchase Boosting Packages (as defined in Section 6) and to use other types of services as defined on the Platform. Shack may, at its sole discretion, determine limits of the Shack Coins balance each User may have at a given time. For the avoidance of doubt, the Shacks Coins are not Shack Tokens, which are issued separately by the Shack Association.

Users may purchase boosting packages ("Boosting Packages") through their account on the Platform for each Article using Shack Coins at the price displayed on the Platform.

Boosting Packages are paid services offered by Shack that allow Users to promote their Articles by enhancing their visibility. Articles with active Boosting Packages benefit from the enhanced visibility features as displayed on the Platform for each Boosting Package.

The duration and the scope of each Boosting Package is displayed on the Platform. Once purchased, the Boosting Package is activated immediately. Users may renew or purchase additional Boosting Packages to extend or renew the promotion period of their Articles.

All purchases of Boosting Packages are non-refundable, unless legally required or as provided for in these Terms.

Shack does not guarantee any specific results or increase in visibility, views, reach, or sales as a result of purchasing a Boosting Package.

6. Representations and warranties of the User

The Platform and the Services are provided exclusively to persons who are at least 18 years of age or minors who have obtained the consent of their parents or legal guardians. The User represents and warrants that they are not any natural or legal person barred from using the Platform under the law of any applicable jurisdiction, in particular the laws of the User's residence.

The User represents and warrants that they:

• have all the legal rights to offer and sell any Articles listed in an Auction on the Platform. By placing an Article for an Auction, the User represents that the Article offered is free from any encumbrances, claims, or restrictions, and that they possess all necessary rights to transfer ownership to the respective Buyer; and
• will not list or attempt to sell any Prohibited Articles or other restricted Articles, including but not limited to illegal goods, hazardous substances, pirated or counterfeit products, on the Platform.

7. Rights & Obligations of Shack

Shack will provide the User with the Platform and the Services as agreed in the Agreement.

Shack:

• makes the Platform and the Services available to the User and uses reasonable care and skill in the performance of the Platform and the Services, and in keeping the Platform free from viruses and other malicious software programmes;
• regularly carries out maintenance or improvements to the Platform and its infrastructure, but does not guarantee that the Platform will function permanently and without interruptions. The User acknowledges that this may, from time to time, result in temporary delays and disruptions. Where reasonably possible, Shack will inform the User of possible interruptions in advance;
• is permitted and possibly required by law to suspend access to the Platform or the User's account based on Shack's reasonable determination of the occurrence or potential occurrence of illegal or unlawful activities, fraudulent use or attempted fraudulent activity. In the event of suspension, the User remains liable for any fees and charges (if applicable) incurred during suspension;
• is not a party to any Auction between the Users and does not check the correctness of any Auction or transaction information.
• may subcontract third parties for all its obligations under these Terms and is, in such case and to the extent set forth in these Terms, liable to the User for its subcontractors and ensures that subcontractors are bound to appropriate confidentiality and data protection obligations.

Shack may amend the Terms from time to time at its sole discretion by publishing an updated version of the Terms on Shack's websites or in the Platform. Where possible, Shack will electronically notify the User of any material changes to the Terms. The User should check the Terms regularly and only use the Platform upon acceptance of the changes to the Terms. The User's continued use of the Platform following any amendments indicates acceptance of the changes to the Terms.

Shack constantly develops and improves its Platform and the Services and may modify or either temporarily or permanently stop providing the offered Platform or any part of it at its sole discretion. In case of material changes to the Platform, i.e., changes significantly altering the nature and scope of the Platform provided to the User according to the Agreement, Shack will notify the Users that are directly affected by such changes, and where reasonably possible.

Shack reserves a right to ask the User to provide feedback through forms, questionnaires, and polls in order to improve their Platform ("Feedback"). Shack may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the User. The User assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Shack and acknowledges it has no claim in relation to the Feedback.

8. Rights & Obligations of the User

The User agrees to use the Platform and the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located.

The User is obliged to cooperate in the performance of this Agreement to the necessary extent free of charge. The User is obliged to provide Shack with all necessary information, documents, data, and anything else reasonably required for the access or functioning of the Platform. Furthermore, the User is obliged to inform Shack immediately if errors or faults occur and to support Shack in the analysis and, if necessary, in the elimination of errors and faults to the extent required.

If the provision of Platform under this Agreement is delayed due to the User's failure to comply with his duty to cooperate or due to other circumstances for which the User is responsible, the User shall bear the disadvantages and additional costs incurred.

The User must immediately inform Shack of all circumstances within its sphere that might endanger or may be relevant to the providing the Platform and all misuses or suspicions of misuse of the Platform.

The User shall not:

• Advertise on the Platform Articles that are not sold on the Platform;
• Offer, sell, otherwise market the Articles offered on Auction on the Platform via another platform or marketplace;
• Use multiple accounts or other similar schemes or mechanism to artificially increase the bids related to an Article put on Auction;
• Misuse the Boosting Packages or otherwise manipulate the Platform's algorithm;
• Offer, sell, or otherwise market any Prohibited Articles on the Platform;
• circumvent or attempt to circumvent any security protection of the Platform;
• use the Platform in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect;
• access the Platform via any automated system or take any action that may impose an unreasonable load on Shack's infrastructure;
• bypass the measures that Shack may use to prevent or restrict access to or use of the Platform;
• engage in deceptive, misleading, or fraudulent activities through the Platform, including but not limited to misrepresenting Articles, artificially inflating bids in Auctions, or using multiple accounts to bid on their own Articles.

The User agrees they will not, unless with Shack's prior written permission or if in accordance with this Agreement:

• try to decompile or reverse engineer the Platform, the Services or any part of it, or derive the source code;
• copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Platform, or any other part of the Platform or the Services;
• create derivative works based on the whole or any part of the Platform or any content available on the Platform.

The User may:

• share link to Auctions with other Users on and outside of the Platform with or without pictures of the auctioned Articles; each User acknowledges and agrees that any content uploaded on the Platform may be shared to third-parties as per these Terms;
• ask and answer questions on the Auction at any time before the end of the Auction;
• report Auctions to Shack at any time, notably (but not limited to) for Shack to verify whether the reported Auction includes Prohibited Articles or is in any other way in violations of these Terms; and
• block other Users on the Platform, or otherwise restrict such User to the extent made available on the Platform; each User acknowledges and agrees that any blocked User is prevented from bidding on any ongoing or future Auction from the blocking User, or to otherwise interact with such blocking User.

9. Ranking and Visibility

10. User Content and Content Moderation

The User is solely responsible for all content they upload, post, share, or otherwise make available on the Platform, including but not limited to product descriptions, images, texts, and any communications with other Users ("User Content"). The User shall ensure that all User Content is lawful, accurate, not misleading, and does not infringe any third-party rights, including but not limited to intellectual property rights, personality rights, or data protection rights.

The User shall not upload or distribute any User Content on the Platform that is:

• illegal, offensive, defamatory, obscene, or discriminatory;
• false or misleading, including with respect to the condition, origin, or value of Articles;
• intended to advertise, market, or sell Prohibited Articles;
• contains malicious code or software that could impair the Platform or its infrastructure;
• otherwise incompatible with the purposes of the Platform or the Agreement.

Shack reserves the right to moderate User Content to ensure compliance with this Agreement and applicable laws. Content moderation is carried out using both automated tools and human review. Automated tools may be used to identify potentially harmful or non-compliant content based on keywords, image recognition, or other algorithmic methods. Human moderators may review content either proactively or in response to User reports.

Shack may, at its discretion, remove or restrict access to User Content that violates this Agreement, applicable laws, or the rights of third parties. This may include hiding or deleting content, suspending or terminating User accounts, or applying other technical measures necessary to protect the integrity and security of the Platform.

The User has the right to lodge a complaint against any content moderation decision made by Shack. Complaints must be submitted via the internal complaint system at crew@shack.xyz within six (6) months of the moderation decision. Shack will review the complaint and make a reasoned decision within a reasonable timeframe, taking into account the nature of the measure and the volume of complaints.

Shack publishes regular transparency reports on the application of its content moderation policies, including the number and types of measures taken. These reports are published within the Shack app.

11. Term & termination

The Agreement between the parties remains in full force and effect until its termination by either party.

Either party may terminate the Agreement at any time with immediate effect by notices in text form to crew@shack.xyz.

Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.

12. Intellectual property

Except as mentioned explicitly below, each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights ("Intellectual Property Rights"). All Intellectual Property Rights in the Platform or any part of it, including to any algorithms trained based on Input and Output, as well as on the Output itself, remain vested in Shack.

Shack grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the (i) Platform in accordance with the Agreement, and (ii) Output on the Platform and in direct relationship with the relevant Auction.

The User grants to Shack:

• limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Auction content as necessary for the provision of the Platform and in accordance with the Agreement;
• unlimited, non-revocable, non-exclusive, non-transferable, sublicensable right to access and process the Input for performance and improvement of the Services; and
• unlimited and non-revocable right to access and use the data generated on the Platform for the purpose of improving the Platform and the Services.

The Platform may contain open-source components. Such components are subject to the respective licence.

13. Liability & indemnity

For Users from the Swiss market:

Shack is fully liable to the User for damages resulting from Shack's gross negligence or wilful misconduct. In all other cases, Shack's liability under the Agreement is excluded to the maximum extent permitted under applicable law.

Neither party may recover from the other party, regardless of the legal reason, any amount with respect to loss of profit, data, or goodwill, or any consequential, incidental, indirect, punitive, or special damages in connection with claims arising out of this Agreement or otherwise relating to the Platform, whether or not the likelihood of such loss or damage was contemplated.

Shack will not be held liable for inaccuracy or incompleteness of the Platform, or the incompatibility of the Platform with any specific objectives that the User is hoping to achieve.

Users acknowledge and agree that the results generated by artificial intelligence are influenced by the Input provided, may not always be accurate, and must be independently assessed and evaluated by the User. Shack will not be held liable for any inaccuracy, incompleteness or potentially incorrect or biased results either in the Output or in other parts of the Services produced by the artificial intelligence.

Each User agrees to indemnify, and hold Shack harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (i) breach of these Terms or any legal regulation by the User or any other persons acting on behalf of the User; (ii) any breach of the User's representations and warranties set forth in these Terms; and (iii) the User's violation of the rights of a third party.

For Users from the German and Austrian market:

Shack shall be liable without limitation for damages arising from willful misconduct and gross negligence. In cases of slight negligence, Shack shall only be liable for breaches of essential contractual obligations, i.e., obligations the fulfillment of which is a prerequisite for the proper performance of the contract and the observance of which the User may regularly rely on. In such cases, liability shall be limited to typical and foreseeable damages, which Shack could reasonably have anticipated at the time of contract conclusion, based on the circumstances known at that time.

To the maximum extent possible by applicable law, Users acknowledge and agree that the results generated by artificial intelligence are influenced by the Input provided, may not always be accurate, and must be independently assessed and evaluated by the User. Shack will not be held liable for any inaccuracy, incompleteness or potentially incorrect or biased results either in the Output or in other parts of the Services produced by the artificial intelligence.

Shack shall not be liable for faults or disruptions in telecommunications or network systems that are outside of its sphere of responsibility.

Liability for data loss is limited to those losses that would have occurred even if the User had implemented proper and industry-standard backup procedures.

Shack shall not be liable for impairments to the use of its services on the Platform that result from improper or incorrect use by the User.

The aforementioned limitations of liability shall apply accordingly to Shack's legal representatives, employees, and vicarious agents.

14. No warranty

The User acknowledges that the Platform and the Services are provided "as is" and "as available", and Shack makes no warranties or representations of any kind related to the Platform or the Services, or the information and materials contained thereon. Shack makes the Platform and the Services available to the User and uses reasonable care and skill in the performance of the Platform.

Shack does not guarantee that the Platform and the Services are error-free and will function without any interruption or disruption.

Shack does not exercise control over the quality, safety or legality of the Articles offered in Auctions. Furthermore, Shack cannot guarantee that one of the Users involved in an Auction will complete or execute the transaction. Shack solely provides the technical infrastructure for the Platform and is not itself a party to transactions between Users.

Any further warranty is excluded.

15. Data protection

Shack collects and processes personal data as described in its Privacy Policy available at www.shack.xyz/privacyPolicy/. Shack protects the collected personal data by means of appropriate technical and organisational measures and in accordance with the data protection legislation applicable in each jurisdiction where the application is officially available via the relevant app store (e.g., iOS App Store).

The User authorizes Shack to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its Platform and the Services or for analysis purposes.

16. Newsletter and push notifications

By signing up for Shack's newsletter, the User agrees that Shack may contact them and inform them about updates on the Services and new products from time to time. The User can at any time unsubscribe from the contact list by sending an email to crew@shack.xyz.

The User may agree to receive push notifications, which may include important updates, offers, and relevant information from Shack. The User can manage notification preferences in the Platform settings.

17. Links to third party content and services

The Platform and the Services may contain third-party content or links to third-party websites. The User may be able to purchase third-party services via the link provided on the Platform and Services.

Shack makes no representations or warranties of any kind, either express or implied, that the links to third-party websites or services, bridge pages and related links, as well as the Services provided via third parties (including but not limited to APIs, repositories, platforms, or delivery services), will be error-free and uninterrupted during the term. User may be obliged to agree to terms and conditions and various policies of external third parties when accessing and/or using their websites, services, or products. Shack is not responsible or liable for any third-party terms and conditions or policies.

Shack does not assume any responsibility for any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.

18. Withdrawal right (German and Austrian market only)

For Users from the German and Austrian market:

Users residing in Germany and Austria have the following withdrawal right for contracts concluded between the User and Shack according to Section 4 and 6.

19. Miscellaneous

Entire Agreement:

The Agreement constitutes the entire agreement between Shack and the User, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement.

Notices:

Notices must be given in text form and need to be communicated:

• To Shack's attention: via email to: crew@shack.xyz;
• To User's attention: by publishing on the Platform or where explicitly agreed between the parties via email to the last e-mail address provided for this purpose by the User. It is the User's responsibility to keep provided contact information current.

Dispute Resolution – For Users from the German and Austrian market:

• Online Dispute Resolution Platform: The European Commission provides a platform for online dispute resolution under https://consumer-redress.ec.europa.eu/index_en
• Dispute Resolution: Shack is not obligated and not willing to participate in dispute resolution proceedings pursuant to the German Consumer Dispute Resolution Act (VSBG) or the Austrian Consumer Protection Act (KSchG).

No Assignment:

The User may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of Shack.

Severability:

If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.

Governing Law & Jurisdiction:

For Users from the Swiss market:

These Terms, and all claims or causes of action that may be based upon, arise out of or relate to these Terms shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law provisions and, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of Shack has jurisdiction for all disputes arising from or in connection with the Terms.

For Users from the German and Austrian market:

These Terms, and all claims or causes of action that may be based upon, arise out of or relate to these Terms shall be governed by an construed in accordance with the substantive laws of the Federal Republic of Germany or the Republic of Austria, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), if (a) the User's habitual residence is in Germany or Austria, or (b) the User's habitual residence is in a country that is not a member state of the European Union. If the User's habitual residence is in a member state of the European Union, the application of German law or Austrian law shall remain unaffected, provided that this does not conflict with mandatory consumer protection provisions of the state in which the User is habitually resident. In such cases, those mandatory provisions shall prevail.