Terms of Use for Merchants

Preamble

Comet Rocks GmbH ("Comet", "we", "us") operates a software platform (the "Comet Platform") that enables merchants to create, manage, and operate online stores, including AI-powered store building tools, product management, checkout integration, and analytics. These Terms of Use ("Terms") govern the use of the Comet Platform by merchants ("Merchant", "you").

Section 1: Scope

These Terms apply to all business relationships between Comet and merchants using the Comet Platform. The Comet Platform is designed exclusively for business customers (B2B). By registering for the Comet Platform, you confirm that you are acting as a business within the meaning of Section 14 of the German Civil Code (BGB) and not as a consumer.

Any deviating, conflicting, or supplementary general terms and conditions of the Merchant shall not apply, even if Comet does not expressly object to them.

Section 2: Definitions

  • "Comet Platform" means the software-as-a-service platform operated by Comet, including all features, tools, APIs, and integrations provided thereunder.
  • "Merchant" means a business entity or individual acting in a business capacity that registers for and uses the Comet Platform.
  • "Store" means an online storefront created and managed by a Merchant through the Comet Platform.
  • "End Customer" means a visitor or purchaser who interacts with a Merchant's Store.
  • "Authorized User" means an individual authorized by the Merchant to access the Comet Platform on behalf of the Merchant.
  • "Widget" means the embeddable Comet storefront component that can be integrated into a Merchant's existing website.
  • "PSP" means a Payment Service Provider integrated with the Comet Platform for processing payments.

Section 3: Registration

To use the Comet Platform, the Merchant must complete the registration process by providing accurate and complete information. Registration may be completed via email and password or via Google Single Sign-On (SSO). By completing registration, the Merchant submits a binding offer to enter into a usage agreement with Comet. Comet accepts this offer by activating the Merchant's account.

The Merchant is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.

Section 4: Comet's Services

Comet provides the Merchant with access to the Comet Platform, which includes the following core services:

  • AI-powered store creation and customization tools
  • Product catalog management
  • Store design and branding tools
  • Embeddable widget for integration into existing websites
  • Checkout and payment processing integration via supported PSPs
  • Analytics and performance reporting
  • Customer support

The specific scope of services depends on the subscription plan selected by the Merchant.

Section 5: Merchant Obligations

The Merchant is obligated to:

  1. Provide all resources, data, and materials necessary for the operation of their Store in a timely manner.
  2. Ensure the accuracy, completeness, and legality of all data, content, and materials uploaded to the Comet Platform, including product descriptions, images, and pricing.
  3. Obtain and maintain all necessary rights, licenses, and consents for any content used on the Store.
  4. Comply with all applicable laws and regulations, including consumer protection, e-commerce, tax, and data protection laws.
  5. Maintain the security of their account credentials and promptly notify Comet of any unauthorized access.

Section 6: Platform Provision

6.1 AI Services

The Comet Platform includes AI-powered features for store creation and optimization. These AI services are provided as tools to assist the Merchant and do not replace the Merchant's responsibility for the content and operation of their Store. Comet does not guarantee specific outcomes from the use of AI features.

6.2 Widget Integration

Comet provides an embeddable widget that Merchants may integrate into their existing websites. The Merchant is responsible for the proper technical integration of the widget. Comet provides documentation and support to assist with integration.

6.3 Data Processing

Comet processes data on behalf of the Merchant in accordance with the Data Processing Agreement (DPA) entered into between the parties. The Merchant remains the data controller for all personal data of End Customers processed through the Comet Platform.

Sections 7-8: Onboarding and Authorized Users

Comet may provide onboarding assistance to help Merchants set up their Stores. The scope and availability of onboarding services depends on the Merchant's subscription plan.

The Merchant may designate Authorized Users to access the Comet Platform on their behalf. The Merchant is responsible for the actions of all Authorized Users and must ensure that each Authorized User complies with these Terms. Access credentials are personal and may not be shared.

Section 9: White-Label Provision

The Comet Platform is provided on a white-label basis. The Merchant's Store will bear the Merchant's own branding. Comet may display a discrete "Powered by Comet" attribution, the visibility of which may depend on the Merchant's subscription plan.

Section 10: Payment Processing

Comet facilitates payment processing for Merchants through integration with supported Payment Service Providers (PSPs). The Merchant must establish their own account with a supported PSP.

Comet provides direct checkout functionality within the widget, enabling End Customers to complete purchases without leaving the Merchant's website. Payment processing is handled by the PSP, and the Merchant's agreement with the PSP governs the terms of payment processing.

Comet does not handle, store, or process payment card data.

Section 11: Usage Requirements

The Merchant shall not:

  1. Use the Comet Platform for any unlawful purpose.
  2. Upload, transmit, or store any content that infringes intellectual property rights.
  3. Distribute malicious software or code through the platform.
  4. Attempt to gain unauthorized access to Comet's systems or other users' accounts.
  5. Use the platform to send spam or unsolicited communications.
  6. Reverse engineer, decompile, or disassemble any part of the platform.
  7. Use automated tools to scrape, crawl, or extract data from the platform.
  8. Resell, sublicense, or redistribute access to the platform.
  9. Interfere with the operation or performance of the platform.
  10. Use the platform to sell prohibited or restricted goods.
  11. Misrepresent the Merchant's identity or the nature of their business.
  12. Use the platform in a manner that violates the Acceptable Use Policy.
  13. Circumvent any security measures or access restrictions implemented by Comet.

Section 12: Access Restriction

Comet reserves the right to restrict or suspend the Merchant's access to the Comet Platform, in whole or in part, if there is a reasonable suspicion that the Merchant has violated these Terms, applicable law, or the Acceptable Use Policy. Comet will notify the Merchant of any access restriction and the reasons therefor.

Section 13: Availability

Comet shall use commercially reasonable efforts to ensure that the Comet Platform is available 99.5% of the time on a monthly basis, measured at the network edge. This availability target excludes:

  • Scheduled maintenance windows
  • Force majeure events beyond Comet's reasonable control
  • Issues caused by the Merchant's systems or third-party services
  • Internet connectivity issues outside Comet's infrastructure

Section 14: Maintenance and Support

Comet provides technical support to Merchants via email and in-app messaging. Support availability and response times depend on the Merchant's subscription plan. Comet may perform scheduled maintenance on the platform, during which the platform may be temporarily unavailable. Comet will use reasonable efforts to provide advance notice of scheduled maintenance.

Section 15: Right of Use

Subject to these Terms and payment of applicable fees, Comet grants the Merchant a non-exclusive, non-transferable, revocable right to access and use the Comet Platform for the duration of the agreement. This right of use:

  • Is limited to the Merchant's own business purposes.
  • May not be sublicensed or assigned to third parties.
  • Does not include any right to the underlying software, code, or intellectual property.
  • Is subject to the usage limits of the Merchant's subscription plan.

Section 16: Additional Services

Comet may offer additional services beyond the standard platform features, such as custom development, dedicated support, or professional services. Such additional services will be subject to separate agreements and pricing.

Section 17: Warranty

Comet warrants that the Comet Platform will substantially conform to the applicable service description during the term of the agreement. Comet does not warrant that the platform will be error-free, uninterrupted, or meet all of the Merchant's specific requirements. The Merchant's sole remedy for a breach of this warranty is for Comet to use commercially reasonable efforts to correct the non-conformity.

Section 18: Liability

Comet's total aggregate liability to the Merchant under these Terms, whether in contract, tort, or otherwise, shall not exceed the total remuneration paid by the Merchant to Comet in the 12 months preceding the event giving rise to the claim.

This limitation of liability does not apply to:

  • Liability for intentional misconduct or gross negligence.
  • Liability for injury to life, body, or health.
  • Mandatory liability under the German Product Liability Act.

Comet shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption.

Section 19: Indemnification

The Merchant shall indemnify, defend, and hold harmless Comet and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • The Merchant's use of the Comet Platform.
  • The Merchant's breach of these Terms or applicable law.
  • Any content or materials uploaded or published by the Merchant.
  • Any dispute between the Merchant and an End Customer.

Section 20: Remuneration

The Merchant shall pay Comet the fees applicable to their selected subscription plan. Fees consist of:

  • Platform Fees: Recurring subscription fees based on the selected plan.
  • Usage Fees: Variable fees based on usage metrics such as transaction volume or additional features consumed.

All fees are stated net of applicable value-added tax (VAT), which will be charged in addition at the applicable statutory rate. Payment is due within 30 days of invoice. In the event of late payment, Comet reserves the right to charge default interest in accordance with applicable law.

Section 21: Term and Termination

The initial term of the agreement is 12 months from the date of account activation. After the initial term, the agreement will automatically renew for successive periods of 3 months, unless either party provides written notice of termination at least 30 days before the end of the current period.

Either party may terminate the agreement for cause with immediate effect if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

Upon termination, the Merchant's access to the Comet Platform will be suspended. The Merchant may request an export of their data within 30 days of termination. After this period, Comet may delete the Merchant's data in accordance with its data retention policies.

Section 22: Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential. Confidential information may only be used for the purposes of this Agreement and may not be disclosed to third parties without prior written consent, except as required by law.

The obligation of confidentiality survives the termination of this Agreement for a period of 3 years.

Section 23: Data Protection

Both parties shall comply with applicable data protection laws, including the General Data Protection Regulation (GDPR). The processing of personal data by Comet on behalf of the Merchant is governed by the Data Processing Agreement (DPA) entered into between the parties.

Comet processes End Customer data as a processor on behalf of the Merchant. Guest checkout sessions are used by default, and no persistent tracking of End Customers is performed beyond what is necessary for the completion of a transaction, unless the Merchant has configured specific features that require additional processing.

Section 24: Final Provisions

This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Berlin, Germany.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Section 25: Modifications

Comet reserves the right to modify these Terms at any time. Comet will notify the Merchant of material changes at least 30 days in advance by email or through the Comet Platform. If the Merchant does not object to the modified Terms within 30 days of notification, the modified Terms shall be deemed accepted.