Terms and Conditions

1 Scope of application          
1.1 These Terms and Conditions govern the relationship between the platform operator DISTRESSWIRE Verwaltungsgesellschaft mbH, Fritz-Schumacher-Weg 73, 60488 Frankfurt am Main (hereinafter referred to as "DISTRESSWIRE") and the user for the use of the platform www.distresswire.com (hereinafter referred to as "platform").          
1.2 DISTRESSWIRE operates a digital and online transaction and marketing platform for the insolvency and restructuring industry on the websites www.distresswire.com and www.distresswire.de, respectively. The platform offers, in particular insolvency administrators, self-administrations, company owners, owners of company shares or owners of selected company assets (hereinafter collectively referred to as "sellers") and their respective advisors the opportunity to advertise insolvent or distressed companies for sale and to market them to potential strategic investors and financial investors (hereinafter collectively referred to as "investors") and their respective advisors. For the presentation of investment opportunities, the user can upload and publish own digital content on the platform. In addition, the platform offers the user the opportunity to publish a personal user profile, company profile, information on successful transactions, industry news and events. Users can also upload or make available their own digital content on the platform for this purpose.          
1.3 All users who wish to use this platform must accept these Terms and Conditions. Any deviating Terms and Conditions of the user shall not apply. They shall not apply even if the user communicates them to DISTRESSWIRE or refers to them in communications with DISTRESSWIRE or elsewhere and DISTRESSWIRE does not object to them.          
1.4 Users are all visitors of the platform www.distresswire.com or www.distresswire.de, in particular but not exclusively sellers, investors and their respective advisors.          
1.5 The platform is not aimed at consumers. A consumer is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent professional activity.

2 Access and registration         
2.1 In order to use the platform, users must be registered in their specific function. A contract for use of the platform with DISTRESSWIRE is concluded when the user selects a usage variant offered by DISTRESSWIRE, requests this from DISTRESSWIRE by email or other communication, and DISTRESSWIRE confirms this. Confirmation may also be made upon access to the platform by sending the access data for the newly opened user account.         
2.2 The user must provide the data requested for his account completely and correctly. The specification of pen names, pseudonyms, or other fanciful names within the scope of the personal name query is not permitted.          
2.3 The user must keep his/her password secret and carefully secure access to his/her account. The user is obliged to inform DISTRESSWIRE immediately if there are indications that an account has been misused by third parties.         
2.4 DISTRESSWIRE is entitled to interrupt permanent use due to maintenance work and for other important reasons, provided that it gives the user reasonable advance notice. In urgent cases, the advance notice is dispensable.

3 Platform functions  
3.1 On the platform, the user, (esp. sellers and/or their advisors) may publish investment opportunities in the "Deal Room" section. Other users, (esp. investors and/or their advisors) can inform themselves about such investment opportunities via the platform and contact the respective seller side. In addition, sellers can access a database of around 5 million companies, identify suitable potential investors, create an investor list (so called "longlist") and approach the investors, even if they are not registered on the platform.
3.2 Users can also publish a personal profile and a company profile in the "Who is Who" section, information on successfully completed transactions in the "Success Stories" section, industry news in the "News & Insights" section and information on events in the "Events" section.  
3.3 All digital content mentioned under 3.1 and 3.2 can be created and/or uploaded and managed by the user in a personal account area. The user thus has the possibility to upload his own digital content on the platform and/or to offer his own digital content and/or to integrate his own links to further content. 
3.4 DISTRESSWIRE provides storage space for the data and content entered by the user within his account area. The transfer of the platform software is not part of the contract. 
3.5 The use of the platform is free of charge. This does not apply to the use of the database mentioned under 3.1 and the associated functions. The corresponding costs result from the offer of DISTRESSWIRE to be selected by the respective user. 
3.6 The user is aware that the views and accesses to investment opportunities and related documents are tracked. The user is also aware that detailed information on these views and accesses will be made available to the user who uploaded and published the respective investment opportunity in his personal account area and that he may use them for evaluation purposes and for presentation purposes to third parties. 
3.7 When creating a new investment opportunity, the platform offers the opportunity to use sample templates for confidentiality agreements. These have been prepared and made available by Norton Rose Fulbright LLP. They are blanket templates that have not been individually prepared for any particular case and thus must be independently adapted and reviewed by the respective user in accordance with its own factual and legal circumstances. Legal advice has not been or will not be provided by Norton Rose Fulbright LLP or DISTRESSWIRE. 
3.8 The platform integrates an eSign option, in particular for concluding confidentiality agreements. This is a technical integration and the proper use of the eSign, in particular the own contractual relationship with the provider or a trust center is the responsibility of the user. 
3.9 Within the platform, an interface is provided for the use of a translation function of the provider DeepL. When using the interface, data of the user is transmitted to DeepL. The use of the translation function by the user is his own responsibility. 
3.10 The user has the option of creating and publishing his own content via DISTRESSWIRE. The respective user is responsible for ensuring that any content provided by him is fully free of third-party rights and is also suitable for these uses from a legal perspective and may be made available. The same applies to data and content that the user transmits on his own responsibility via any interfaces. 
3.11 Each user is obliged to create and manage his content on his own responsibility and is liable for corresponding legal information and labeling obligations as well as any statements of his descriptions and content presentation and it is incumbent on him to manage them properly in accordance with his own contractual relationships. He is obliged to comply with his legal obligations.  
3.12 The registered user shall indemnify DISTRESSWIRE against all claims, including claims for damages, asserted by third parties against DISTRESSWIRE due to an infringement of their rights by the content and offers transmitted and published by the user on the platform. The user shall bear all reasonable costs incurred by DISTRESSWIRE due to such infringement of third party rights, including the reasonable costs incurred for legal defense. All further rights and claims for damages of DISTRESSWIRE shall remain unaffected.  
3.12 The user shall notify DISTRESSWIRE immediately upon becoming aware of any malfunctions of the platform and shall assist DISTRESSWIRE to a reasonable extent in determining the malfunction and its causes and in remedying the same. 
3.13 The user himself is responsible for archiving documents and information created and viewable with the platform, which he requires for purposes of preserving evidence, accounting, etc., on a storage medium independent of the platform.

4  Remuneration         
4.1 The remuneration depends on the respective selected offer.  
4.2 For additional functionality, additional costs are due depending on the agreed offer.

5 Performance of the service, responsibility  
5.1 DISTRESSWIRE offers the technical possibility to use the platform functions and a marketing service. Any contractual agreements in connection with investment opportunities (e.g. the conclusion of a confidentiality agreement or the conclusion of a purchase agreement) are concluded between the respective seller and investor. 
5.2 DISTRESSWIRE has the right to technically edit, prepare and adapt functional content of the platform in such a way that it can also be displayed on mobile devices or software applications, including those of third parties. DISTRESSWIRE reserves the right, at its own discretion, to add further interfaces to the platform in the future and to improve technical functions. Likewise, functions may be removed at the discretion of DISTRESSWIRE. If justified interests of the user, (e.g. in the event of a significant change in services to the detriment of the user) may be adversely affected by a change in services subject to a charge, DISTRESSWIRE shall notify the user of such change in services in writing or electronically prior to the change taking effect and shall inform the user in such notification of its special right of termination set forth below and the consequences of failure to exercise such right of termination. In this case, the user shall have the right to terminate the contract prematurely with a notice period of 14 days as of the effective date of the change (special right of termination). 
5.3 Insofar as legal declarations are made by the user within the platform, DISTRESSWIRE merely provides the technical representation or, as the case may be, transmission. The user is responsible for the completeness, accuracy and effectiveness of the content.   
5.4 In order to use the access offered by DISTRESSWIRE, the user must have a computer and Internet access. It is the sole responsibility of the user to create the aforementioned conditions for use.   
5.5 The user concludes its own contracts with third-party providers to which it has access via any interfaces, such as for the connection of a data room of the provider INTRALINKS. With its software solution, DISTRESSWIRE can only provide a technical means of connection and access. The user or the third-party provider are responsible for the design of the service agreed between them.

6 Rights of use        
6.1 The copyright and exclusive right of use for published objects created by DISTRESSWIRE (software incl. interfaces, Internet pages, scripts, programs, graphics) shall remain solely with DISTRESSWIRE.         
6.2 Upon registration and upon conclusion of the contract on the provision of the software, the user shall receive a simple, spatially unlimited right to use the platform in accordance with the scope agreed in the contract for exclusively his own purposes for the duration of the contract. Further rights, in particular to duplication beyond the extent necessary for use in accordance with the contract, are not granted. Any rights under Sections 69 d (2) and (3), 69 e UrhG (German Copyright Law) shall remain unaffected.        
6.3 Further commercial or industrial use vis-à-vis third parties or public presentation, reproduction or use of elements of the platform in other electronic or printed publications, in particular on other websites, is not permitted without the express consent of DISTRESSWIRE.         
6.4 The user grants DISTRESSWIRE a non-exclusive right to use its logo and any materials and content made available to DISTRESSWIRE for this purpose for advertising and marketing purposes for and on the platform. The user may revoke this right of use by notifying DISTRESSWIRE in text form.

7 Term, termination and blocking       
7.1 The user account can be terminated by the user at any time. The deletion of the account is generally complete as long as the parties have not reached an additional agreement on the retention of the user data.           
7.2 An exception to the deletion is the storage of the user's data at the discretion of DISTRESSWIRE if there are gross violations by the user of statutory provisions, third party rights or these Terms and Conditions and DISTRESSWIRE becomes aware of this. This serves the sole purpose of preventing this user from registering again. Furthermore, an exception exists in the case of a legal obligation to store data or a legal possibility to store data for another purpose (e.g. consent of the user).       
7.3 DISTRESSWIRE may take the following actions if there is evidence that a user is violating legal requirements, third party rights, or these Terms and Conditions, or that DISTRESSWIRE has another substantial legitimate interest, in particular to protect other users from fraudulent activity:       
a) Content deletion,       
b) Warning of users,       
c) Limitation/restriction of use,        
d) Temporary blocking,       
e) Final blocking.        
When choosing the measure, DISTRESSWIRE will take into account the legitimate interests of the user concerned.       
7.4 In particular, the following actions are prohibited:       
- if defamatory, contentwise wrong, insulting, obscene, offensive, sexually oriented, threatening, harassing or racist material and / or statements are spread or any kind of pornography, texts or picture material is offered via the platform, is left or is made accessible in any other way,        
- if the platform is used to threaten, harass, insult, cheat or violate the rights (including personal rights) of others or the rights of third parties (trademarks, rights to names, copyrights, data protection, personal rights, etc.) and the regulations for the protection of minors.        
- when interventions in the technical design and maintenance of the use of the platform occur.       
- if advertising, in particular surreptitious advertising, is published.

8 Warranty     
8.1 The statutory provisions shall apply to the user's rights in the event of material defects and defects of title.

9 Liability    
9.1 Liability for damage to legal assets other than life, limb or health is excluded, unless the damage is due to intentional or grossly negligent conduct on the part of DISTRESSWIRE, one of its legal representatives or one of its vicarious agents, or the conduct is not a breach of material contractual obligations. Material contractual obligations are obligations the fulfillment of which is essential to the proper performance of the contract and compliance with which the user may regularly rely on.      
9.2 In the event of data loss caused by intent or gross negligence on the part of DISTRESSWIRE, DISTRESSWIRE shall be liable exclusively for the costs of copying the data from the backup copies to be made by the user and for restoring the data that would have been lost even if the data had been properly backed up.    
9.3 The aforementioned exclusions of liability shall not apply insofar as claims under the Product Liability Act are concerned, a defect was fraudulently concealed, or a guarantee of quality was assumed.    
9.4 DISTRESSWIRE provides the platform to the user with an availability of 98.8%. The availability refers to the average availability during the operating period of each calendar month. DISTRESSWIRE reserves the right to interrupt the provision of services in order to perform scheduled and, in case of emergency, unscheduled maintenance work (the Maintenance Windows). The times of the Maintenance Windows shall not be deemed to be operating times within the meaning of the above provisions. DISTRESSWIRE shall give the user four (4) days' notice of scheduled Maintenance Windows. DISTRESSWIRE shall give the user advance notice of unscheduled Maintenance Windows to the extent possible and reasonable. Other temporary interruptions of service due to disruptions of the Internet at third-party providers or third-party network operators as well as in the event of force majeure shall also not be taken into account.

10 Final provisions   
10.1 The relations between the contracting parties shall be governed by the law applicable in the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).    
10.2 The contract language is German.   
10.3 DISTRESSWIRE is entitled to make changes to the Terms and Conditions or other conditions. The user shall be notified of any changes in writing or by email at least three (3) weeks before they take effect. The changes shall become effective if the user does not object in writing or by email within a period of three (3) weeks after receipt of the notice of change and DISTRESSWIRE has informed the user of this legal consequence in the notice of change.   
10.4 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Frankfurt am Main.   
10.5 Should any provisions of these Terms and Conditions be invalid, the remaining provisions shall remain valid. The parties shall replace the invalid provision with one that comes closest to the economic intent of the parties. This shall apply accordingly in the event of loopholes.