Status: 01.03.2024

PREAMBLE

BETTER AG operates internal projects and external projects in which freelancers or service providers can earn money.

Unless expressly agreed otherwise in writing, all contracts concluded between Better AG (hereinafter referred to as TALENTPOOL1) and its service providers shall be governed exclusively by the following General Terms and Conditions for Service Providers (GTC for Service Providers) in order to take account of the scope of the relationship of trust and to define the rights and obligations of both parties resulting from the contract as comprehensively as possible and to make them transparent, but also to set out the procedures necessary for the smooth running of the actual processing. Amendments or additions to these GTC therefore require written form in all cases. Deviating terms and conditions of the service provider only come into effect if and insofar as they have been confirmed in writing by TALENTPOOL1.

SECTION 1 – INTRODUCTION

TALENTPOOL1 is a service and trading company and has internal and external projects.

In the area of external projects, Talentpool1 serves as an intermediary between international clients and the service provider and thus provides orders or projects for the service provider, who works on an independent basis. These GTC for service providers regulate the business relationship between the service providers and TALENTPOOL1. They form the basis of the contractual relationship.

These GTC, including an optional project agreement, constitute a complete and binding agreement and understanding between the service providers and TALENTPOOL1, in their current form and including any subsequent amendments.

Each separately concluded optional project agreement is considered a new separate contractual unit, but does not exclude the post-contractual obligations of the previous contracts.

A breach of the provisions of one of these documents may result in the termination of the service provider relationship.

Should any part of the agreement or any document published by TALENTPOOL1 be declared invalid in any jurisdiction, this shall not affect the validity of the remaining rules, applications or documents.

1.1 Code of conduct for service providers.

– I will be honest and fair in my role as a service provider for TALENTPOOL1.

– I will conduct my business in a manner that enhances my reputation as well as the reputation established by TALENTPOOL1.

– I will behave politely and respectfully towards every person I contact in the course of my self-employed work for TALENTPOOL1 or the clients of TALENTPOOL1.

– I will not make false statements about TALENTPOOL1's products or compensation plan

– I understand and accept that I am solely responsible for all financial and/or legal obligations that I assume in my capacity as a Service Provider and will discharge all debts and obligations in accordance with the Service Provider Rules.

1.2 Determining the status of self-employed contractors.

A service provider is not considered an employee for federal or state tax purposes. All service providers are independent contractors who conduct their own separate business. . The agreement between TALENTPOOL1 and its Service Providers also does not create an employer/employee relationship, an agency, a staffing company, or a joint venture. Service Providers are strictly prohibited from stating or implying, whether orally or in writing, that their relationship is other than as set forth above. Each Service Provider shall indemnify and hold TALENTPOOL1 harmless from any claims and damages or liability arising out of his/her business practices. Service providers are not authorized to bind TALENTPOOL1 to any obligation. Each service provider is encouraged to set his/her own working hours.

1.3 Business conduct.

Each Service Provider will conduct his/her business in a professional and ethical manner, thereby enhancing his/her own reputation and the reputation of TALENTPOOL1. Service Providers will refrain from behavior that could reflect poorly on TALENTPOOL1 or any other Service Provider. Service providers will behave politely and respectfully towards any person they contact. This includes employees and officers of TALENTPOOL1's corporate headquarters, as well as clients or customers of TALENTPOOL1. In his/her business dealings, the products and professionalism of TALENTPOOL1 and other service providers will be respected. Service providers will not, under any circumstances, disparage or injure the name or reputation of TALENTPOOL1 in connection with the marketing of TALENTPOOL1 products. Confidential or proprietary information or trade secrets (including the names and addresses of service providers or customers) of TALENTPOOL1 will not be misappropriated and used by the service provider or others.

1.4 Non-disclosure agreement.

Service Providers may receive access to Confidential Information from TALENTPOOL1. Without limiting the foregoing, confidential information includes, but is not limited to, information from any area provided to or accessed by a Service Provider, customer lists, manufacturer information, commission or sales reports, and any other information of TALENTPOOL1 relating to its finances or business. All such information (whether in electronic, oral or written form) is the property of TALENTPOOL1 and is protected by copyright. It shall be transmitted or made available to the Service Provider in strict confidence. Each Service Provider agrees that he/she will not directly or indirectly disclose such confidential and proprietary information to any third party or use the information to compete with TALENTPOOL1 or for any other purpose not expressly provided for in the Agreement. The Service Provider and TALENTPOOL1 agree that without this Confidentiality and Non-Disclosure Agreement, TALENTPOOL1 will not make the Information available or accessible to the Service Provider. This provision shall survive the termination or expiration of the agreement.

SECTION 2 – How to become an independent service provider of TALENTPOOL1

2.1 Registration of a service provider.

The term of the agreement is three (3) months after confirmation of the GTC. The agreement shall be deemed accepted and, in the event of expiry of the term, reactivated if the Contractor starts as a service provider in a project. It shall be tacitly extended by 3 months if it has not been terminated or has not expired. The contract term expires automatically if the service provider has not worked with TALENTPOOL1 for at least 1 month within the term.

2.2 Rights of a service provider.

All service providers of TALENTPOOL1 are authorized to participate in projects that TALENTPOOL1 makes available to the service providers.

2.3 Age of majority.

Service providers must be of legal age in their country of residence in order to become a service provider for TALENTPOOL1.

2.4 Companies, partnerships and trusts.

Corporations, limited liability companies, d.o.o.s, partnerships and/or trusts can only be service providers if they are accompanied by corporate documents, articles of incorporation, certificate of formation, partnership agreement or trust document or other document or certificate of formation filed with the state (if applicable).

To ensure compliance with the agreement, service providers must disclose a complete list of all directors, officers and shareholders of the company. Limited liability companies must disclose a complete list of all members, officers and managers. Personal companies must disclose all general and limited partners. Trusts must disclose all trustees and beneficiaries. This information can be emailed to jobs@TALENTPOOL1 and must be kept up to date by the service provider. Proof of VAT number must be provided and a copy of an annual certificate issued in the country in which the company, organization or partnership is incorporated. If a shareholder, partner, member or manager of a service provider is itself an entity, then the same information as set out above for the service provider must also be disclosed by that shareholder, partner, member or manager.

Shareholders, members, partners, beneficiaries and trustees, if any, agree to remain personally liable to TALENTPOOL1 and to abide by the agreement. A completed "Acting under registered company name" form must be on file with TALENTPOOL1. For any service provider in which more than one individual is involved, whether as a corporation, staff company, limited liability company or trust, the actions of one participant will reflect on the entire service relationship. If a participant is found to be in breach of the terms and conditions of the agreement, then this is deemed to be a breach of the entire service relationship.

2.5 Fictitious names and/or pseudonyms.

Individuals or entities may not apply for a service relationship using a fictitious name or pseudonym or use the identity of another individual or entity that will not be part of the relationship. No social security number or other government identification number may be provided that is not associated with the primary individual or entity of the service provider position.
2.6 Taxes.

Service providers to TALENTPOOL1 will be treated as independent contractors for federal and/or state tax purposes. As independent contractors, Service Providers will not be treated as employees, franchisees, joint ventures, partners or agents for purposes of the Internal Revenue Code, Social Security Act, Unemployment Act, or any other federal, state or local law, constitution, rule or regulation. Service Providers are responsible for paying all income taxes, self-employment taxes and other taxes and duties on their business and earnings.

SECTION 3 – LEGAL CERTAINTY

3.1 Legal certainty.

All TALENTPOOL1 service providers must comply with all federal and state laws, local ordinances and regulations in the conduct of their business. All Service Providers are responsible for their own business decisions and expenditures. As service providers are not employees of TALENTPOOL1, TALENTPOOL1 is not responsible for the payment or contribution of any benefits, including but not limited to social security contributions.

3.2 Assurance of endorsement by the government.

State and federal regulatory agencies do not endorse companies or systems or their services. Therefore, service providers may not represent, directly or indirectly, that the compensation plan or services of TALENTPOOL1 have been approved, reviewed, recommended or approved by any governmental agency.

3.3 Personal details.

Personal information such as the service provider ID number, address of a service provider, telephone number, etc. will be kept confidential and will only be used in connection with TALENTPOOL1's business or to comply with legal requirements. In case of emergency, the requestor can contact the HR department of TALENTPOOL1, which in turn will inform the service provider that someone is trying to contact him/her.

3.4 Non-solicitation clause.

During the term of this Agreement and for a period of thirty-six (36) months after the termination or expiration of this Agreement for any reason, no Service Provider shall, on behalf of itself, any other person or entity, hire or solicit any employee, service provider or principal of TALENTPOOL1 or in any manner attempt to influence or induce any employee, service provider or principal of TALENTPOOL1 to enter into an employment or business relationship with TALENTPOOL1, recruit or enroll, or in any way attempt to influence or induce any employee, service provider, principal of TALENTPOOL1 to change or terminate their employment or business relationship with TALENTPOOL1 or to join another service provider or competitor of TALENTPOOL1. No service provider may use or disclose to any other person any TALENTPOOL1 information obtained during the Term (including names and addresses of TALENTPOOL1 employees and service providers). This provision shall survive termination or expiration.

Solicitation includes, but is not limited to (I) the presentation and offering of advertising material for another service or trading company or a competitor of TALENTPOOL1, which is intended to entice away service providers from TALENTPOOL1 to this company; (II) the direct or indirect introduction of another service or trading company or a competitor of TALENTPOOL1 to a service provider or client of TALENTPOOL1, or (III) the offering of products and business opportunities of any other company at meetings or events of TALENTPOOL1.

3.6 Non-competition clause.

Each Service Provider agrees not to compete with TALENTPOOL1's valuable business interests by selling or promoting other products or opportunities (other than as specified under "Other Services and Products") during the term of the Agreement. Service Providers understand and acknowledge that these restrictions are necessary to protect TALENTPOOL1's valuable interests and agree that any injunctive and/or other relief is necessary and appropriate to protect those interests.

3.7 Confidentiality of the service provider

TALENTPOOL1's business relationships with its partner companies are confidential. Service providers are not permitted to speak or communicate with a partner company with which they have nothing to do in the current project, except at an official TALENTPOOL1 event at which the representative is present at the request of TALENTPOOL1.

3.8 Endorsements.

It must not be implied that third parties have made endorsements, except where this has been explicitly communicated in the literature and TALENTPOOL1 communications.

3.9 Liability

Violation of the Agreement may result in suspension and/or termination of that individual's service relationship. The service provider in question may also be subject to civil or criminal prosecution for violation of the Agreement, the Code of Professional Conduct, TALENTPOOL1's policies and procedures, or federal or state law. In addition, TALENTPOOL1 may withhold payments to a TALENTPOOL1 service provider to offset against claims for damages arising out of a violation by the service provider of the Code of Professional Conduct, TALENTPOOL1 policies and procedures, or federal or state law.

3.10 Other services and products.

During the term of the agreement, service providers are not prohibited from offering the services and products of another company that is not in competition with TALENTPOOL1 (e.g. no call centers or personnel service providers). However, products and services that do not originate from another example mentioned above may only be advertised directly or indirectly to those service providers of TALENTPOOL1 who have been personally recruited by the service provider for TALENTPOOL1.

3.11 Recruitment within the company.

It is strictly forbidden to entice others away from one (1) TALENTPOOL1 service provider organization to another, whether directly or indirectly, in writing, verbally or by implication.

3.12 Contractual penalty

Furthermore, a breach of the agreement leads to a contractual penalty, which can be determined at the discretion of TALENTPOOL1, but may not exceed €7,500 per case and per month or part thereof in which a breach of the contractual relationship exists. Claims for damages are unaffected by this.

SECTION 4 – TERMS OF TERMINATION

4.1 Resignation.

A service provider can voluntarily withdraw from its service provider status by the contract expiring in accordance with §2.1 of these GTC or by sending a written letter of termination to TALENTPOOL1. The withdrawal becomes valid upon receipt of the letter. A service provider who fails to renew its service relationship or who resigns may not reapply or have any financial interest in another service provider for six (6) months after the date of termination.

4.2 Suspension.

TALENTPOOL1 reserves the right to suspend any Service Provider for any period of time if the Service Provider is deemed to have violated the terms of the Agreement, as may be amended from time to time, or the terms and goodwill standards required by law. TALENTPOOL1 may, in its sole discretion, impose such an involuntary suspension in the event of an ongoing investigation into a breach of policy. TALENTPOOL1 will notify the service provider by mail and/or text at the service provider's current addresses on file with TALENTPOOL1. In the event of suspension, the service provider agrees to immediately refrain from presenting itself as a TALENTPOOL1 service provider.

During the suspension and processing period, all remuneration, commissions or bonus payments that may be due will be withheld until the situation has been clarified by TALENTPOOL1. If TALENTPOOL1 deems the suspicion of infringement to be unfounded, the suspension will be lifted and all remuneration, commission or bonus payments under the service relationship will be paid out. However, the suspended service provider does not have the right to present itself as a service provider during the suspension.

4.3 Termination.

A service provider may be terminated due to a breach of the terms of the contract. A written notice of termination stating the grounds for termination shall be provided to the Service Provider either by mail or text. If the Service Provider fails to file a timely objection in accordance with the objection process described below, the termination will become effective in accordance with the terms set forth in the termination letter.

The following applies to the terminated service provider immediately after termination:

a) it must stop presenting itself as a TALENTPOOL1 service provider;

b) forfeit all rights to his service relationship and his position in the compensation plan, as well as all future commissions and compensation arising therefrom; and
c) he must take all reasonable steps required by TALENTPOOL1 with respect to all materials and the protection of TALENTPOOL1's confidential information and intellectual property.

TALENTPOOL1 is entitled to offset all amounts owed by a service provider. If country-specific termination laws do not coincide with these guidelines, the relevant national law applies.

4.4 Objection.

A terminated service provider may appeal by letter sent to TALENTPOOL1, stating the reasons. (Note: telephone calls will not be accepted under any circumstances). TALENTPOOL1 must receive the letter of objection within ten (10) business days of the termination, or as specified in the notification letter. If TALENTPOOL1 has not received the objection letter by the deadline, the involuntary termination will automatically take effect.

If the service provider lodges an objection in due time, TALENTPOOL1 will examine the objection at its own discretion and inform the service provider of its decision. TALENTPOOL1's decision is final and will not be reviewed further. If there is no response from TALENTPOOL1 within ten (10) working days, this will be deemed a rejected objection.

If an objection is rejected, the termination remains effective from the date of the first letter from TALENTPOOL1.

4.5 Death.

Notwithstanding any other provisions of this section, the contractual relationship with TALENTPOOL1 ends upon the death of a service provider. Claims will only be paid out if the legal successor has submitted certified copies of the death certificate and the will, trust or other instrument.

4.6 Cumulative remedies.

All powers, rights and remedies conferred on TALENTPOOL1 are cumulative, non-exclusive and in addition to any rights conferred by law. Should a Service Provider be in breach of this Agreement, TALENTPOOL1 shall have the right, in addition to suspension and/or termination, to impose such fines as may be determined by TALENTPOOL1 from time to time and/or to pursue all appropriate remedies to enforce all rights set forth in this Agreement. TALENTPOOL1 shall be entitled to set off any amounts owed by a Service Provider against any outstanding commission payments due to the Service Provider.

SECTION 5 – BRAND, LITERATURE AND ADVERTISING

5.1 Brand.

The TALENTPOOL1 name and the names of all TALENTPOOL1 services or trademarks and programs are trademarks and property of TALENTPOOL1. Only TALENTPOOL1 is authorized to produce and market products and literature under these trademarks. This includes, but is not limited to, PowerPoint slides, overhead projector slides, brochures, videos, domain addresses, training and/or marketing and promotional materials such as T-shirts, caps, pins, magnetic signs, etc. It is prohibited to use the TALENTPOOL1 name for any products not produced or authorized by TALENTPOOL1.

The Service Provider acknowledges that the right to use all trademarks and copyrighted material of TALENTPOOL1 is non-exclusive and that TALENTPOOL1 may, in its sole discretion, grant others the right to use such trademarks and copyrighted material. The Service Provider expressly acknowledges that the goodwill of the trademarks and copyrighted material (including the goodwill generated by the Service Provider's use) is for the direct and exclusive benefit of TALENTPOOL1 and is the property of TALENTPOOL1. Upon expiration or termination of the collaboration, no monetary value will be associated with the goodwill generated by the service provider through the use of the trademarks or copyrighted material.

The service provider is liable to TALENTPOOL1 for any damages caused by the misuse of trade names, trademarks, service marks, copyrights or other intellectual property rights in any form. This does not apply to actions explicitly permitted in these policies and procedures or otherwise authorized by TALENTPOOL1.

5.2 Entries in the Yellow Pages and business directories.

Service providers may not use the TALENTPOOL1 trade name to advertise their telephone or fax number in the Yellow Pages or business directories in the telephone directory or Internet telephone directory services.

5.3 Preprinted checks.

TALENTPOOL1 service providers are not permitted to use the TALENTPOOL1 trade name or any telephone operator brand for their business or personal accounts.

5.4 Embossed business cards and letterheads.

Independent TALENTPOOL1 service providers are not permitted to design their own business cards or letterheads with the TALENTPOOL1 name or brand without the written consent of TALENTPOOL1.

5.5 TALENTPOOL1 literature.

Only official TALENTPOOL1 literature may be used. TALENTPOOL1 literature may not be reproduced or reprinted without the prior written consent of TALENTPOOL1. Consent may be obtained in writing, by post or by fax. Banners, exhibition material and other advertising material must be approved in advance and in writing by TALENTPOOL1. The contents of the company website and the personalized website can be downloaded for advertising purposes.

5.6 Advertising.

Only material approved by TALENTPOOL1 may be used for advertising in print media, television, internet or electronic media. No person is authorized to use the TALENTPOOL1 name, logo, service marks or trademarks or copyrighted material or advertising material produced by TALENTPOOL1 without the express written consent of TALENTPOOL1. To obtain consent, the proposed advertising material must be sent to TALENTPOOL1 in text form. Once consent has been given, the text may not be changed or new text added. If any changes are made, the new material must be resubmitted for approval. Service providers should allow forty-eight two weeks from receipt for processing.

5.7 Guidelines for the Internet and websites.

No service provider may independently design a website that uses TALENTPOOL1 names, logos or service descriptions, or otherwise advertise (directly or indirectly) TALENTPOOL1 services or the compensation plan.

Service Providers may not use TALENTPOOL1 trademarks or derivatives and abbreviations of these trademarks as domain names or e-mail addresses. Service Providers may not advertise or market their business, the Service, or the TALENTPOOL1 name in any electronic media or transmission, including on the Internet through websites or other channels, without TALENTPOOL1's prior written consent, which will be granted in TALENTPOOL1's sole discretion. If written consent is granted, service providers must adhere to the guidelines set forth by TALENTPOOL1, which include, but are not limited to, the following:

(a) Service providers must comply with all laws and regulations regarding electronic communications;

(b) Service providers may not use distribution lists for dissemination or contact individuals who have not given their specific permission to receive such content; sending spam, chain letters or junk mail is not permitted;

1. Service Providers shall not post any unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene content or other objectionable material that could give rise to civil liability or violate any other local, state, national or international law or regulation; and

(d) Service providers may not directly or indirectly send unsolicited mass e-mails to persons without a pre-existing private or business relationship.

5.8 Interviews in the media.

Service providers may not give interviews for radio, television, newspapers, journals, magazines or websites without the express prior written consent of TALENTPOOL1. Public appearances, lectures or other statements to the public media to promote TALENTPOOL1 are also prohibited. All media inquiries should be forwarded to TALENTPOOL1 corporate headquarters.

5.9 Third-party materials.

Service Providers may not sell any training, sales or leadership products, materials or programs (collectively, "Third Party Products") to TALENTPOOL1 Service Providers, regardless of whether such Third Party Products were produced by the Service Provider or any other person or entity, or whether they contain any trademarks, service marks or copyrights of TALENTPOOL1. Should a Service Provider wish to use (not sell) third party materials in his/her TALENTPOOL1 business, he/she must obtain prior written consent from TALENTPOOL1.

SECTION 6 – REMUNERATION & PAYMENT

6.1 Remuneration for work

The service provider shall be informed of the hourly remuneration in text form before the start of the project. He may accept or reject this remuneration. The remuneration is deemed to have been accepted at the start of the project.
If there is an external client who has commissioned Talentpool1 for the project, the remuneration is due upon payment of a fee by the client according to the principle that the remuneration shares the fate of the payment by the client.

6.2 Minimum amount

The minimum amount of a transfer is 30 euros (€30), unless otherwise required by law in the country in which TALENTPOOL1 does business. If the amount earned is less than this amount, it will be accumulated until the amount exceeds thirty euros (€30).

6.3 Money transfers

It is also in TALENTPOOL1's interest to provide the best possible solutions for money transfers. TALENTPOOL1 therefore continuously reviews the transfer methods. The current transfer method is bank transfer (monthly). The fees for the money transfer are to be borne by the service provider. If in the past fees were taken over by TALENTPOOL1 due to goodwill decisions or interim payments and advances were paid out, no entitlement can be assumed for the future from the goodwill payments.

6.4 Suspended payments

A monthly fee of thirty euros (€30.00) for dormant commission payments is charged for: outstanding payments that are delayed due to activity or inactivity of the service provider over a period of three (3) months. A fee for suspended payments cannot reduce the commission below €0.

SECTION 7 – CODE OF CONDUCT

7.1 Honest behavior

Service providers must present themselves and BETTER AG in accordance with the standards of an honest service provider, in compliance with competition and the law. Service providers must not use misleading, deceptive or unfair sales practices, should be present on a regular basis and should give notice as soon as possible in the event of illness or absence. The explanation and demonstration of the products offered must be accurate and complete, including but not limited to price, payment terms, refund rights, warranties, after-sales services and delivery. Personal or telephone contact must be made in an appropriate manner and at appropriate times to avoid intrusive behavior. Service providers must not abuse the trust of individual customers, must respect the customer's lack of commercial experience and must not take advantage of a customer's age, illness or lack of language skills.

7.2 Conduct in the event of solicitation by an external client

BETTER AG must be informed immediately in the event of a solicitation attempt. In the event of circumvention of BETTER AG by the service provider in direct cooperation with the client, a contractual penalty shall be due, which may be determined at the discretion of BETTER AG, but may not exceed €5,000.

SECTION 8 – GENERAL PROVISIONS

8.1 Record keeping.

BETTER AG encourages all Service Providers to keep complete and accurate records of working time. BETTER AG is authorized to request such records relating to working time or other aspects described herein or as required by applicable law.

8.2 Changes.

BETTER AG expressly reserves the right to make reasonable changes to the contract and the remuneration. The Service Provider shall be notified of any changes by e-mail. Any changes shall be deemed approved if the Service Provider does not object to them in writing within two weeks of notification of the changes. BETTER AG shall make special reference to this consequence when announcing the changes. The date of dispatch of the objection shall be decisive for its timeliness.

8.3 Provision for compliance with the directives.

No failure by BETTER AG to exercise any right under these Policies and Procedures or to insist upon strict compliance by the Service Provider with all of the obligations and provisions set forth herein, and neither custom nor practice of the parties with respect to deviations, shall be construed as a waiver of BETTER AG's right to require strict compliance with these Policies and Procedures. A waiver on the part of BETTER AG can only be declared in writing by an authorized person of BETTER AG.

8.4 Report violations of guidelines.

Service providers who discover a violation of the guidelines by another service provider are required to send a written report of the violation either by support message or e-mail to BETTER AG MZM Department. Such documents must be signed by the service provider. However, the service provider may request confidentiality. Confirmation of confidentiality can only be declared in writing by an authorized person of BETTER AG. Anonymous complaints are generally not accepted. Telephone calls / Skype calls are generally not accepted in such matters. Details of such an incident, such as date, number of incidents, persons involved, witnesses and other evidence, should be attached to the report.

8.5 Arbitration.

All disputes and claims relating to BETTER AG, the Agreement, the rights and obligations of a BETTER AG Service Provider, or any claim or cause of action relating to the performance of a Service Provider or BETTER AG under a Service Provider's Agreement, shall be submitted to final and binding arbitration in Switzerland, or such other location as BETTER AG may prescribe. There will be one (1) arbitrator paid by both parties and agreed upon by both parties. Each party to the arbitration shall be responsible for its own costs and expenses of the arbitration, including legal and filing fees. If a Service Provider asserts a claim or counterclaim against BETTER AG, the Service Provider must do so individually and not together with any other Service Provider or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to judgment by a court of competent jurisdiction. This Agreement to Arbitrate shall survive any termination or expiration of the Agreement.

Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes concerning the ownership, validity or registration of any trademark, solicitation of service providers or principals, or over any intellectual property or proprietary or confidential information of BETTER AG without written confirmation from BETTER AG. BETTER AG may pursue any applicable remedy in any applicable forum with respect to any disputes and money owed to BETTER AG. In addition to monetary damages, BETTER AG may seek injunctive relief against a service provider who has breached the Agreement and for any infringement or misuse of BETTER AG's trademarks, copyright or confidential information policies.

Nothing in this Rule shall preclude BETTER AG from terminating its cooperation or from seeking and obtaining a writ of attachment, injunction and/or other injunctive or emergency relief from a court of competent jurisdiction to protect BETTER AG's interests before, during or after any arbitration, other proceeding or impending adjudication of any arbitration or other proceeding. Nothing set forth herein shall give the arbitrator the authority, power or right to change, alter, amend, modify, delete or add to any of the provisions of the Policies and Procedures, the Compensation Plan or the Terms. The existence of a claim or action against BETTER AG by a Service Provider, whether or not based on the GTC, shall not be deemed a defense to the enforcement of BETTER AG's contractual obligations and agreements contained in the GTC.

8.6 Completeness of the agreement.

These GTC, together with the remuneration agreement and an optional project agreement, shall constitute a complete and binding agreement and understanding between the service providers and BETTER AG, in their current form and including any subsequent amendments.

Each separately concluded optional project agreement is considered a new separate contractual unit, but does not exclude the post-contractual obligations of the previous contracts.

8.7 Severability clause.

If under any applicable and binding legislation or under any applicable jurisdiction any provision of the Contract, including these Policies and Procedures, other specifications or standard procedures prescribed by BETTER AG are held to be invalid or unenforceable, BETTER AG shall have the right to amend the invalid or unenforceable provisions, specifications, standard procedures or any other part thereof to the extent necessary to make them valid and enforceable. Service Providers shall be bound by such modifications. The amendments shall be valid in the relevant jurisdiction.

8.8 Damage limitation.

To the extent permitted by law, neither BETTER AG, officers, directors, employees and other service providers shall be liable for loss of profits, incidental, special, consequential or exemplary damages, and each service provider shall indemnify such parties and waive any claim for such damages arising out of any allegation of performance, non-performance or default by BETTER AG with respect to the business relationship or other matters between the service provider and BETTER AG, whether governed by contract, statute or specific duties.

8.9 Indemnification Agreement.

Each individual Service Provider shall indemnify and hold BETTER AG, its officers, directors, employees, agents and assigns harmless from and against any and all claims, demands, liabilities, losses, costs or expenses, including, without limitation, court costs and attorneys' fees, directly or indirectly brought against, incurred by or suffered by any Service Provider, alleged or otherwise related to the Service Provider, including, but not limited to, (a) Service Provider activities; (b) violation of the terms of the Agreement or these Policies and Procedures; and/or (c) violation of or failure to comply with any applicable national, state or local laws and regulations.

8.10 Force majeure.

BETTER AG shall not be responsible for delays or failures in performance caused by circumstances beyond a party's control, such as strikes, labor difficulties, fires, wars, governmental decrees or orders, and weather phenomena (e.g. bad weather) or a restriction of a party's usual sources of supply.

8.11 Applicable law / court

The GTCs are subject to Swiss law.