Introduction

Welcome to Goldn’s service, operated in Germany by Goldn GmbH and in the United States by its subsidiary Goldn USA LLC. These Goldn Terms and Conditions are between Goldn GmbH in Germany and Goldn USA LLC, a Delaware corporation (“Goldn”), and the entity that uses the website and/or registers an Account through the Goldn Platform (“User” or “you”) and governs your use of the Goldn Platform. “Goldn” and “you” are each referred to as a “Party” and collectively referred to as the “Parties” throughout these terms. These Terms and Conditions, and all policies and additional terms posted on and in our sites, applications, tools and Services (collectively “Services“) set out the terms on which Goldn offers you access to and use of all Services. If you have any questions, comments or concerns regarding the Goldn Policies or any other part of this platform or website or regarding any of our featured products and services or if you have experienced technical problems while using this platform or website, please send an inquiry via email to help@goldn.com. You can find an overview of our Rules and Policies here.

1. About Goldn

Goldn is an online ecosystem where formula-driven product creators & suppliers from across the chemical and product creation value chain can create cosmetic products simply & delightfully—to get products to market faster. With SaaS and transaction functionalities, cosmetic creators and suppliers can work through multiple phases of product development intuitively and efficiently, from concept ideation, to finding and buying goods and services, and through project management–all on one platform.

2. Terms of Agreement

When you use the Goldn platform and/or register for an account, these Goldn GmbH Terms & Conditions of Business will constitute a legally binding agreement between you, the entity that registers an account through the Goldn Platform and us. It is the account user’s responsibility to carefully read these Terms and Conditions of Business before using the Goldn platform and/or registering for an account. Your use of the Goldn.com platform or website is contingent upon your acceptance of our Privacy Policy and the following Terms and Conditions of Business, Rules and Policies (collectively referred to as “Goldn Policies”). Use of the Goldn.com platform or website will be considered acceptance of the Goldn Policies. If you do not agree to the Goldn Policies, then you may not use the Goldn.com platform or website. Please note that Goldn.com has the right to modify the Goldn Policies at any time and, thus, you should review them periodically.

2.1. Definitions

The Goldn platform or website is a cloud-based visual work management tool for formula-driven product creators (called “Creators”) and suppliers (called “Vendors”) which transforms the way teams work together.

We call users of the Goldn.com website “Site Visitors”. We call users who use the free version of the Goldn platform “Free Account Users” or “Users”. While Free Account Users can access and use the platform or website, they may have access to a more limited set of platform or website features and functionality than Paying Users.

We call users who use the platform or website as part of a paid Goldn plan (regardless of the tier) “Paying Users”. The platform or website features and functionalities available to Paying Users are determined by the specific terms agreed to between Goldn and the organization (e.g., your employer or another entity or person, called the “Customer”) at the point of account registration and subsequent sign-up of that Paying User to Goldn Services which govern delivery, access, and use of the paid portion of the platform or website as referenced in 2.2. Below.

Within the Free Account Users and Paying Users there are three different tiers of access with the associated features, functionalities and/or permissions defined below:

1. Owner: The person who first creates the account becomes the Owner. The Owner has full rights and is responsible for the Team. As the owner, one can manage subscriptions and Team settings, invite Members, and delete the Team orTeam Members. Each Team can have multiple Owners.
2. Administrator: An Administrator has the same rights as an Owner, except that an Administrator cannot delete a Team or Team Member. An Owner can upgrade Administrator accounts to Owner status. Each Team can have multiple Administrators.
3. Member: Team Members cannot invite or deactivate users, edit Team settings, or change roles. Members do not have access to billing information. Members can create products. Member accounts can be upgraded to Administrator or Owner status. Each Team can have multiple Members.

2.2. General Admission, Registration & Payment

2.2.1. To become an Account Owner, the User can be signed up as a Free Account User or by signing up to become a Paying User in accordance with these Terms and Conditions. In the former case, a Free Account User can achieve Free Account User status in one of two ways:

1. The first user of a company to sign up as a Free Account User becomes the Owner of the company profile.
2. Account Users can invite their team members from their company as administrator users or as team members of the company.

In the latter case, the first registered user as a Free Account User will be assumed as Owner and provides more flexibility in assigning other roles for other invited users such as Administrators or Members.

2.2.2. The registration of a legal entity or partnership may only be made by an authorized natural person who must be named by their real name. The use of nicknames or aliases is prohibited.

2.2.3. Goldn may offer Users registration to and use of the application, and the creation of a profile free of charge for a limited time. After such a free period, Goldn can demand remuneration from the User at which point the User can be reverted back to being a Free Account User or they can upgrade to keep using Goldn as a Paying User. For more information on currently applicable prices, please contact sales@goldn.com.

2.2.4. Access to the platform or website, or to certain features of the platform or website, may require payment. Before a User pays any fees, the User will have the opportunity to review and accept the fees that will be charged. All fees are in U.S. Dollars. If Goldn changes the fees for the platform or website, including by adding additional fees or charges, Goldn will provide Users advance notice of those changes. If the User does not accept the changes, Goldn may discontinue providing the platform or website services to the User.

Goldn will charge the payment method that the User specifies at the time of purchase and/or at the time of account registration. The User authorizes Goldn to charge all sums as described in these Terms and Conditions, or as otherwise stated in sales contracts, on the pricing page or as communicated in written format by a Goldn staff member, for the features that the User selects, to that payment method. If the user pays any fees with a credit card, Goldn may seek pre-authorization of the User’s credit card account prior to said purchase to verify that the credit card is valid and has the necessary funds or credit available to cover the purchase.

2.3. Eligibility

Users of Goldn must be at least 21 years of age to use the platform or website. By agreeing to these Terms and Conditions, the Users represents and warrants to us that: (a) the User is at least 21 years of age; (b) has not previously been suspended or removed from the platform or website; and (c) their registration and use of the platform or website is in compliance with all applicable laws and regulations. If the User is using the platform or website on behalf of an entity, organization, or company, the user represents and warrants that the User has the authority to bind that organization to these Terms and Conditions and agrees to be bound by these Terms and Conditions on behalf of that organization.

2.4. Conclusion and Registration

These General Terms and Conditions for Account Users are concluded as follows:

2.4.1. The mere provision of the Goldn platform does not constitute a binding offer by Goldn, which anyone can just accept by registering and thus establish registration as an Account User.

2.4.2. By registering as an Account User and creating a company profile on Goldn, the User requests the opening of a company account on behalf of their company subject to these Terms and Conditions. A confirmation email will be sent to the User’s email address, which they provided during the registration process, confirming the receipt of registration request.

2.4.3. Such acknowledgement of receipt does not yet constitute a legally binding contract. Only upon explicit confirmation of the registration sent in writing (via e-mail) by Goldn, a usage contract under these Terms and Conditions is concluded between Goldn and the User.

2.4.4. Goldn does not save these Terms and Conditions for the User. However, the latest version of the General Terms of Use can be accessed and saved by the User at any time free of charge at https://goldn.com/term-privacy.html.

2.4.5. Throughout the registration process, the User can correct entries using the standard input functions of their device such as keyboard and mouse until the User submits the entries for registration.

2.4.6. The Terms and Conditions are concluded in English.

2.4.7. As an entrepreneur, business owner or a representative of the company, the User has no right of withdrawal.

2.4.8. Upon registration, Goldn may, in its sole discretion, perform, but shall not be obliged to the following verifications and checks, which may be carried out via external service providers:

1. Verification of tax IDs, registered company name and addresses, including email addresses and cross-checking of publicly available information;
2. Blacklist check with a view to requirements under applicable trade legislation regarding economic sanctions, money laundering, etc.;
3. Credit check.

These verifications and checks are subject to change from time to time, including the introduction of additional checks and verifications.

2.4.9. Notwithstanding Section 4.8, the User represents and warrants and shall be solely responsible that any information and data provided in the course of registration is true, accurate and complete. Goldn shall not be obliged to review, verify or correct any such information and data. The User shall notify Goldn without undue delay of any changes to such information, in particular changes in the circumstances which are relevant pursuant to Section 2 for admission to the use of the Goldn platform.

2.4.10. If Goldn detects or is otherwise informed of any attempt of a User to use multiple registrations by fraudulent means, Goldn reserves its right to withdraw from its agreement and to exclude the User from the further use of Goldn.

2.4.11. Each User will act in strict compliance with applicable antitrust laws, including but not limited to the ban on exchanging competitively relevant information among competitors.

2.5. Termination & Cancellation

2.5.1. You agree that Goldn may without prior notice immediately terminate your Goldn account and access to the platform or website (both as a Free Account User and/or Paying User(s)). Such termination may be made in Goldn’s sole and absolute discretion with or without cause.

2.5.2. For illustrative purposes only, the situations in which Goldn may terminate your account and access to the platform or website shall include, but not be limited to:

1. Breaches or violations of the T&Cs or other incorporated agreements or guidelines;
2. Requests by law enforcement or other government agencies;
3. A request by you (self-initiated account deletions);
4. Discontinuance or material modification to the Service (or any part thereof);
5. Unexpected technical or security issues or problems;
6. Extended periods of inactivity;
7. Engagement by you in fraudulent or illegal activities;
8. Nonpayment of any fees owed by you in connection with the platform or website.

Further, you agree that all terminations for cause shall be made in Goldn’s sole and absolute discretion and that Goldn shall not be liable to you or any third party for any termination of your account, or access to the platform or website.

3. Rules and Policies

3.1. Goldn Buyers Policy

When buying an item on our website or platform, you agree to the following Rules and Policies for buyers:

1. Goldn is not responsible for product or service listing content, quality or authenticity;
2. Buyers are responsible for reading the Vendor’s full item listing before requesting an order to purchase;
3. Buyers are responsible for reading the Vendor’s terms and conditions when applicable before requesting an order to purchase the listed item;
4. Placing an order request is a commitment to purchase the item from the Vendor as it is listed (i.e. listing specifies the item’s characteristics, pricing and other details).
5. Listings may be subject to transaction fees, taxes, and other fees, depending on the type of transaction. See the section on transaction “Fees & Terms of Payment” for more information;
6. Buyers must use a valid credit card at the time of an order request.
7. All orders are final and cannot be retracted. Once a Buyer requests an order, the order cannot be canceled. If the order is accepted by the Vendor, and the Buyer wishes to request a cancellation, it is up to the Buyer and the Vendor to work directly to find a solution. Goldn is not responsible for order cancellations. For questions or concerns please contact help@goldn.com.
8. When a Vendor cancels an order because the buyer’s credit card hasn’t allowed correct processing of the payment, the unpaid cancellation is recorded on the buyer’s account not on the Vendor’s.
9. Buyers who have excessive unpaid cancellations may have limits imposed by a seller or by Goldn, or lose their account privileges. Buyers can appeal an unpaid cancellation recorded on their account by contacting help@goldn.com.
10. Buying and selling items listed on Goldn outside of the website or the platform is strictly prohibited.
11. Activity that does not follow Goldn policies could result in a range of actions including canceling listings, hiding or demoting listings from results, blocking some or all of your messages/communication with team members and/or Vendors, lowering user rating, buying or selling restrictions, account suspension, application of fees, and recovery of expenses for policy monitoring and enforcement. All fees paid or payable in relation to listings or accounts on which we take any action will not be refunded or otherwise credited to your account.

If you receive an offer from a seller to transact outside of Goldn, please report it .

If you receive an offer from a buyer to transact outside of Goldn, please report it.

3.2. Goldn Sellers Policy

By following these selling practices on Goldn, you are able to offer a great experience for your buyers. When selling an item on the Goldn website or platform, you agree to the following Rules and Policies for Sellers, referred henceforth to as “Vendors”:

12. Vendors’ are responsible for the content, quality or authenticity of their product & service listings;
13. Vendors are responsible for listing full item details on each listing as well as the terms and conditions of purchase if applicable;
14. Vendors commit to providing excellent customer service from start to finish, including the accuracy and completeness of the listing, reasonable pricing and shipping fees, prompt and professional communication with buyers, listing fulfillment and quality of listed item;
15. Vendors need to provide the Terms and Conditions of purchase the product or service listing, which should include the Vendor’s return and cancellation policy, shipping method and costs when applicable, legal liability and insurance coverage when applicable, and the terms of the transaction;
16. Vendors are required to meet the expectations set in their product and/or service listings on the Goldn platform or website;
17. Vendors commit to keeping their listing up-to-date and in-stock, when applicable;
18. Items listed should be in the Vendor’s inventory to ensure timely delivery, or the Vendor must have an existing agreement with a third party to fulfill the delivery of the item under the terms of the listing;
19. Vendors who have received and accepted an order but fail to fulfill the order may have limits imposed by Goldn, or lose their account privileges. Vendors can appeal account limits, suspension or loss by contacting help@goldn.com;
20. Vendors may not contact a buyer outside of Goldn after receiving an order request through the Goldn website or platform to provide the buyer with further listing specifications, quotes, terms and conditions, discounts, and/or other commercial information necessary to conduct business off the Goldn website or platform;
21. Vendors will contact help@goldn.com in case they need to contact a buyer that has requested an order through the Goldn website or platform before in order to accept or deny the order, change the prince, terms and conditions, listing details, or otherwise provide the buyer with information that would lead to a sale from the Vendor.
22. Negotiating terms and selling items that are listed on Goldn off of the platform or website is strictly prohibited;
23. Negotiating terms for and selling items listed on Goldn for an inferior price than the listing price on the platform or website is strictly prohibited (if a Vendor wishes to offer discounts to buyers on-platform, they should contact help@goldn.com to enable discount codes or other functionality to offer such discounts or other favorable terms);
24. Activity that does not follow Goldn policies could result in a range of actions including canceling listings, hiding or demoting listings from results, blocking some or all of the Vendor’s messages/communication with team members and/or other Vendors, lowering their user rating, buying or selling restrictions, account suspension, application of fees, and recovery of expenses for policy monitoring and enforcement. All fees paid or payable in relation to listings or accounts on which we take any action will not be refunded or otherwise credited to your account.
25. Goldn may retain a transaction fee from Vendor payments on sales made on the Goldn platform or website. Transaction fees may be a flat fee depending on the Vendor or listing category or a percentage of the total value of the item or service sold, before taxes and/or payment provider service charges.

3.3. Payments Policy

GENERAL

1. Buyers can purchase products and services on the Goldn website or platform using the payment methods that Goldn makes available. Goldn may use third party payment service providers to process payments and manage the settlement of the payments to Vendors.
2. There may be payment service fees for transactions using the Goldn website or platform. Payment service fees are paid by the purchaser and are non-refundable under any circumstance.
3. Goldn or Goldn’s payment service provider may save payment information, such as credit card or debit card numbers, and card expiration dates, entered by Users on our Services when Users make a purchase, redeem a coupon, or make any other transaction on our Services where card information is entered. Such stored payment information may be used as the User’s default payment method for future transactions on Goldn’s Services. At any time, Users can request to update their payment information or enter new information, at which point the payment information shall be stored as the User’s default payment method. Users are responsible for maintaining the accuracy of information Goldn may have on file, and Users consent to Goldn updating such stored information from time to time based on information provided by the User, the User’s bank or other payments services providers.
4. Users will only provide information about payment methods that the User is authorized to use.

BUYERS

1. Buyers must use a valid credit card to make purchases on the Goldn website or platform.
2. When a Buyer requests an order via the Goldn website or platform, the Buyer’s credit card card is charged for the full amount in the item listing, plus any additional service fees, taxes and/or shipping fees, when applicable.
3. By requesting an order via the Goldn website or platform, the Buyer authorizes Goldn’s payment service provider to initiate payment using the Buyer’s selected payment method and collect the transaction amounts on behalf of the Vendor. Accordingly, payments received by Goldn’s payment service provider from the Buyer will satisfy the Buyer’s obligations to pay the Vendor in the amount of payments received.
4. Buyers agree to comply with, and not cause a third party to violate, all applicable laws, regulations, rules and terms and conditions in connection with the use of the services provided by Goldn’s payment service providers. Buyers understand that some third parties, such as credit and debit card issuers, credit and debit card networks and payments services providers, may have their own terms and conditions for the payment or settlement methods you choose to use in connection with managed payments transactions. Failure to abide by third party terms and conditions may result in fees assessed to you (for example, currency conversion fees from your credit card issuer if the transaction currency is different from your credit card currency) or other actions taken by such third parties, and you agree that Goldn’s payment service providers have no control over, or responsibility or liability for, such fees or actions.
5. In certain instances, a Buyer’s transaction may be declined, frozen, or held for any reason including for suspected fraud, compliance with economic or trade sanctions, or due to potential violations of any Goldn policy or policy of Goldn’s payment service providers.
6. Goldn does not issue refunds, reimbursements or credit on purchases made through the Goldn website or platform. All payments made via the Goldn website or platform resulting from requested and confirmed orders are final. If a Buyer wishes to cancel their order and request a refund for their purchase, the Buyer must contact the Vendor directly and make the appropriate arrangements.

VENDORS

1. By signing up as a Vendor and by selling items and/or services via the Goldn website or platform, the Vendor authorizes Goldn or Goldn’s payment service provider to process payments using the Buyer’s selected payment method and collect the transaction amounts on behalf of the Vendor. Accordingly, payments received by Goldn or Goldn’s payment service provider from the Buyer will satisfy the Buyer’s obligations to pay the Vendor in the amount of payments received.
2. The currency for payments to Vendors is in US Dollars. Goldn may enable further payment currencies at our sole discretion in the future. Where offered by Goldn and agreed upon by the Vendor and the Buyer, the Buyer may pay for an item and/or a service with currency other than the Vendor’s payment currency. When this happens, the paid amount will be converted into the Vendor’s payment currency prior to payout of the funds, using the applicable transaction exchange rate and service charges when applicable.
3. Vendors are not obligated to issue refunds for orders that have been requested via the Goldn website or platform and for which payment has been initiated by Goldn or its payment service provider.

3.5. Data Protection Policy

Goldn processes personal data received from the user during sign-up or registration and use of the platform or website needs to be in compliance with applicable data protection law as described in the Goldn Privacy Policy, which is available at www.goldn.com.

The user shall be solely responsible for ensuring that the transfer of personal data of its employees or other individuals to the Goldn platform or website and the processing of such data by Goldn (as specified in the Goldn privacy policy) and in compliance with applicable data protection law, in particular that any required consent has been validly obtained.

Section 2 shall apply in relation to any claims against Goldn related to such transfer of data to the Goldn platform or website or that the use of such data in compliance with Section 8 violates applicable data protection law.

3.6. User Behavior Policy

The Goldn website and platform were made with collaboration in mind. To give Users a great experience, all Users of the Goldn website and platform are required to respect the following guidelines for User behavior:

1. All Users must use acceptable and professional language and must not use profanity or otherwise offensive language;
2. Users must not send inappropriate images or other offensive content, or content which is not related to products being developed, listings on Goldn, or business conducted on the platform;
3. Buyers/Creators should send order requests to Vendors’ for listings on Goldn only when serious about purchasing the item listed, as well as provide contextual information for the order request (i.e. by sharing the Goldn Product Brief) to give Vendors sufficient information to accept or deny the Buyer’s order request;
4. Vendorsshould do everything possible to provide excellent customer service to Buyers, including providing complete and accurate listing descriptions, communicating promptly and fulfilling orders within the listing details and the terms provided;
5. Vendors should communicate promptly with Buyers by responding to order requests within 24-36 hours (7 days max.) and answer questions during or after the buying process, and be responsive to the Buyer’s concerns or problems;

4. Customer Service

4.1. Goldn is committed to excellence in customer service. We will provide knowledgeable, courteous and efficient service to all of our Users, regardless of account type, location, gender, background and/or affiliations. We will strive to deliver quality customer service through continuous improvement to our website and platform and through all interactions with our Users.

4.2. For help with your Goldn account, contact us at help@goldn.com. You can also visit the Help Center and our FAQs.

4.3. If a transaction or fulfillment issue arises between a Creator/Buyer and a Vendor/Seller or another user of the Goldn platform or website, Users are to seek resolution between themselves. If a Buyer wants to claim a refund, credit or discount for a purchase made to a Vendor on the Goldn platform or website, the Buyer must do so directly by contacting the Vendor via the Goldn platform.

If Users require technical assistance or support to resolve said issues, please contact help@goldn.com.

4.4. If Goldn determines that one or more Users are non-compliant with these Terms and Conditions, we may, at our sole discretion, limit, suspend or permanently terminate a User’s account. We will consider the User’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for Creators/Buyers and Vendors/Sellers, and other users. The foregoing does not limit or impair our right to refuse, modify, or terminate all or part of our services to anyone, or to terminate this agreement with anyone, for any reason at our discretion.

5. Using Goldn – General

Subject to the obligations in Sections 8.10-8.20 below, the Users can use the platform as follows:

Use of the Goldn Platform, Obligations and Responsibilities

5.1. Goldn provides tools to beauty brands, contract manufacturers, cosmetic companies, and new product developers (collectively referred to as “Cosmetic Creators”) to guide them through the cosmetic development process. It allows for easy ideation and collaboration between Creators’ teams. Goldn provides a tool called the Goldn Product Builder, in which Creators can select from multiple choices when putting their product idea together. The output of the Goldn Product Builder is the Goldn Product Brief. Goldn enables Creators to go through listings of cosmetic suppliers, and product and service providers (collectively referred to as “Vendors”). Creators can start a collaboration with Vendors, perform transactions for products and services sold on the platform and website, and communicate.

5.2. Goldn provides Vendors tools to showcase and sell their goods and services, transaction functionalities, and tools for working with customers through the cosmetic creation process until fulfillment. These tools allow Vendors to qualify customers and their incoming order requests based on numerous criteria, including the Goldn Product Brief, as well as other data. Vendors can review orders and choose to ‘accept’ or ‘deny’ order requests. When a Vendor ‘accepts’ and order, the Creator’s payment will be processed, and the Vendor will receive funds from transactions, less any service and/or transaction fees that are automatically withheld by Goldn. Furthermore, Vendors can collaborate with their teams and Creators’ teams on the platform to fulfill confirmed orders, communicating with Creators and with their Teams.

5.3. Vendors are responsible for keeping their service or product listing descriptions and Terms and Conditions for purchase up to date and accurate, and must inform Goldn with reasonable notice of any changes that have to be made.

5.4. In order to enhance the quality of their offerings, Vendors are encouraged to display their Terms and Conditions of purchase, the expected fulfillment time for goods and services sold, and the method of delivery for these goods and services. Such commitments are generic in nature and may not become legally binding between Creators and Vendors unless they are explicitly agreed to between the Vendor and the Creator at the time of transactions.

5.5. If Creators and Vendors are sharing documents through the platform, the entire responsibility for those documents and their contents, including but not limited to data accuracy, personal or sensitive data, intellectual property, or confidential information, lies with the Creators and the Vendors alone. Goldn does not claim responsibility for the documents shared via the platform and their contents.

5.6. Goldn will provide a Product Lifecycle Management (PLM) tool to enable Creators and Vendors to collaborate and manage formula-based product development projects. Since Goldn only provides tools for its Users, it does not take responsibility or is in any way liable for the products that are developed using the tool.

5.7. If Creators and Vendors—upon making contact via the platform or website—conduct business on or off the platform, Goldn is not liable and does not take responsibility for any direct or indirect consequences. For customer support relating to the goods and services sold via the Goldn website or platform, Creators are encouraged to contact Vendors directly and can find contact information on Goldn’s publically available Supplier List.

For questions, comments or concerns regarding the tools, platform or website, please send an inquiry via email to help@goldn.com.

5.8. Users are solely responsible for providing accurate business information and product or service information in accordance with applicable law.

5.9. Goldn can block and/or blacklist users for infringements against rules in this Section 8 or against the User obligations below.

General User Obligations

5.10. The Users may only use the Goldn Platform for the purposes outlined in these Terms and Conditions or other applicable terms of use, such as e.g. for exclusive content.

5.11. The Users are solely responsible for any content they upload, publish or otherwise make publicly available through Goldn. Goldn does not check the content, particularly not for completeness, accuracy, legality, availability, quality and suitability for a specific purpose.

5.12. The Users are prohibited from any activities on or in connection with Goldn that violate applicable law, infringe the rights of third parties or violate the principles of youth protection.

5.13. Furthermore, the Users are prohibited from performing the following activities irrespective of any violation of the law:

1. The distribution of viruses, trojans, and other harmful files;
2. Sending junk or spam mails and chain letters;
3. The dissemination of offensive, sexually oriented, obscene, or defamatory content or communication as well as such content or communication which is/are suitable to promote or support racism, fanaticism, hatred, physical violence, or illegal acts (either explicitly or implicitly in each case);
4. The distribution of unsolicited advertising or promotional material, except with the recipient’s consent,
5. The distribution of advertising or promotional material related to products or services not offered on the Goldn Platform,
6. The harassment of other Users, e. g. by repeated personal contacts without invitation or against the wish of the other User, as well as the promotion or support of such harassment;
7. The dissemination of any content that violates any intellectual property or other rights of any third party;
8. The request of other Users to disclose passwords or personal data for commercial or illegal purposes;
9. The dissemination and/or public reproduction of content available on Goldn.

5.14. Should the Users become aware of the loss or misuse of their access data or the suspicion of misuse of their user account, the Users must notify Goldn immediately. A disclosure of the login data to third parties is prohibited.

5.15. Users shall indemnify and hold Goldn (including members of the company and any service recipient, their employees, officers, directors, shareholders, agents, successors, and assignees) harmless from and against any claims, lawsuits, actions, damages, costs, fines, and expenses (including reasonable legal costs and disbursements) or other liability arising out of or related to the Users’ content on Goldn.

5.16. Goldn reserves the right to suspend Users from using Goldn at any time, in particular if these Terms and Conditions, applicable law or the rights of third parties are violated. Goldn is entitled to block or delete all content without prior notice if the content violates these terms of use and/or applicable law.

Further User Obligations

5.17. The Users shall be solely responsible for

1. Ensuring that any information they provide on the Goldn Platform and any information about themselves is true, accurate, and complete and is kept up to date;
2. Ensuring that their presence and communication on the Goldn Platform complies with applicable legal requirements, e.g. as regards the obligation to provide an imprint/legal notice or to include mandatory information in their communication;
3. Storing and creating regular backups in accordance with best industry practice of any data related to the purchase transactions entered into through the Goldn Platform;
4. Any activities, in particular any contractual declarations, that occur on the Goldn Platform under its accounts or;
5. Ensuring that any information (including any technical information on products or product compositions) it provides on the Goldn Platform or products it generates under use of the services provided on the Goldn Platform is free of third-party intellectual property rights.

5.18. The Users must not do or attempt to do any of the following:

1. Manipulate prices, e.g. by collaborating with intermediaries or using fake profiles;
2. Contact other Users outside the Goldn Platform to conclude or implement a purchase transaction which was initiated with such User over the Goldn Platform;
3. Gain unauthorized access to any portions or areas of the Goldn Platform for which access has not been expressly granted to the User by Goldn;
4. Obtain or recreate any access credentials of any other Users by hacking, password mining or similar means;
5. Block, falsify or otherwise interfere with any information or data communicated by other Users over the Goldn Platform, or use any information provided by other Users outside the Goldn Platform or otherwise for any purpose other than the initiation or implementation of purchase transactions over the Goldn Platform; or
6. Take any action or do anything that could impair the security, integrity, availability or performance of the Goldn Platform.

5.19. The Users shall notify Goldn without undue delay if they encounter any issues or malfunctions during the use of the Goldn Platform.

5.20. Without limiting other legal remedies available to it, Goldn may, but shall not be obliged, to (i) limit, restrict, suspend, or terminate User account(s) and access to the Goldn Platform in whole, (ii) remove or otherwise restrict the visibility of product listings, and (iii) take technical and legal steps to keep the User from accessing and using the Goldn Platform if Goldn reasonably believes that the User violates its obligations and/or the use restrictions applicable in relation to the Goldn Platform under these General Terms Of Use, in particular in case of violation of Section 8. This shall apply accordingly if Goldn, despite using reasonable endeavors, is unable to verify or authenticate any information provided by a User. Goldn will notify the respective User of such measures without undue delay and give the User opportunity to comment on the circumstances which caused Goldn to take these measures.

6. Fees & Terms of Payments

You can find an overview of our Policy for Goldn Buyers here.

You can find an overview of our Policy for Goldn Sellers here.

Types of Fees & Taxes

6.1 SaaS Subscriptions Fees. Goldn may charge its Users a monthly or annual subscription fee for the use of its Services, depending on the type of User and the applicable usage/pricing tier. Goldn may offer its Users the creation of a profile free of charge for a limited time. At the end of the User’s free trial period, the user can revert to a Free Account User, if applicable, or they can upgrade to keep using Goldn as a Paying User. For more information on currently applicable prices please contact sales@goldn.com.

6.2. Vendor Service Transaction Fees. Goldn offers transaction functionalities that enable its Users to purchase and sell products and services (collectively, “Materials”) for the development of cosmetic products. Goldn may retain a transaction fee on such transactions when they occur on the Goldn platform or website, or as a result of Users’ use of the platform or website.

Transaction Fees: Goldn retains 10% (transaction fee) on transactions made on the Goldn platform or website. The transaction fee is effective once the Vendor has confirmed an order and is automatically deducted from the funds collected when payment is processed. Last updated October 2022

6.3. Other Fees. Goldn may add to its Services and offer further functionality to its Users and may charge fees for such functionality. Users will be able to opt-in to additional Goldn Services, review applicable fees, and decide whether or not to activate such Services and incur fees in advance of these being charged.

6.4. Payment of Fees. Fees are charged to Users and collected immediately, unless expressly stated otherwise by Goldn. Subscription fees may be charged on a monthly basis, or on a yearly basis, depending on the selection made by Paid Users, and will be collected accordingly.

Users must have a valid payment method on file when using our Services as a Paid User, and when using the Goldn website or platform to purchase products and services from Vendors. Users recognize that all fees and applicable taxes associated with the use of our platform are due by the payment due date. If payment fails or the payment method is out of date, we may place restrictions on the User’s account. Furthermore, Goldn may use collection agencies to collect amounts owed, and the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report.

If you have any questions, comments or concerns regarding payments, failed payments and/or claims made by Goldn to credit bureaus, please write to help@goldn.com.

6.5 Variations in Fees. Goldn reserves the right at any time, by notice to its Users, to vary the fees for any of its Services. Goldn will publicly communicate any changes to fees in advance of the implementation of such fees, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees. In the event of an increase in fees for Goldn subscriptions, Paid Users have the right to terminate their subscription, so as not to incur further charges at the higher rate. In the event of a decrease in fees, Goldn is not obligated to refund Users for fees already paid.

Taxes

6.6. Taxes For purposes of these Terms, “Taxes” means any sales, use and other taxes (other than taxes on Goldn income), export and import fees, customs duties and similar charges applicable to the services contemplated by these Terms that are imposed by any government or other authority.

Except as expressly stated to the contrary, all Materials and Goldn Transaction Fees (collectively, “Fees”) are exclusive of Taxes, and Vendors will promptly pay or reimburse Goldn for all Taxes arising out of these Terms.

If you are legally entitled to an exemption from the payment of any Taxes, you will promptly provide Goldn with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.

Golden is not liable for any tax calculations generated on the platform or by third party payment providers. Users are solely responsible for complying with applicable Law.

Transactions on Goldn

6.7. Transactions If you are a Vendor and you choose to make your Materials available for purchase on the Goldn platform or website, you are making an offer to supply your Materials, at the price you specify, that any purchaser on the Goldn platform or website may accept. A Buyer will indicate acceptance of this offer by selecting the appropriate option on the Goldn platform.

6.8. User Roles in Transactions If you are a Buyer that elects to purchase from a Vendor, you are committing to purchase the quantity of Materials at the price that is displayed to you at the time you make the election and under the terms stated. If the Goldn platform requires you to remit the purchase price at the time of the transaction, you must do so.

If you are a Vendor, and a Buyer makes an order for your Materials, you commit to supply those Materials to the purchaser in the quantity requested by the purchaser and meeting the quality, specifications and terms that you have specified on the Goldn platform.

Goldn’s role is limited to the facilitation of transaction functionalities and collaboration tools. Goldn is not responsible for, and has no liability for, any failure on the part of the Buyer or Vendor to honor its commitments, including any failure to make payment, or defect in or misdescription of the Materials. Prices for Materials on the Goldn platform do not include applicable shipping costs or service charges.

6.9. Manufacturing, Shipping and Delivery. The lead time for the delivery of ordered Materials will be specified by the Vendor to the Buyer, and the Vendor will use all reasonable efforts to ensure that the Materials are ready for shipment by the nominated date. The Goldn platform may enable the Vendor to convey lead time information to the Buyer, including changes to any previously quoted lead times, however, Goldn is not responsible for the accuracy of any lead time information or for any lateness or non-delivery of Materials.

Subject to the next sentence, the Vendor and Buyer will separately agree on the shipping arrangements that will apply to ordered Materials, including the identity of the courier, the pick-up and delivery addresses, the estimated shipping time, the time at which risk of loss passes from the Vendor to the buyer, the party responsible for customs duties (if applicable), and the cost of shipping. Unless the Vendor and Buyer agree to the contrary, the default position for the shipping arrangements will be that

• (a) risk of loss transfers from the Vendor/Supplier to the Buyer when the shipment leaves the Vendor’s premises, and the Buyer is responsible for arranging insurance to cover this risk;
• (b) the Buyer is responsible for the payment of all shipping costs, as well as any customs duties (if applicable), unless expressly agreed otherwise with the Vendor.

6.10. Transaction Funds. A Buyer commits to the purchase of a Vendor’s Materials on the Goldn website or platform by “requesting an order”, and/or may do so by otherwise making buying arrangements on the website and/or platform. If the Buyer elects to remit the purchase price via the Goldn platform, payment will be collected immediately from the Buyer and the funds will be held by Goldn and/or Goldn’s payment service provider pending the confirmation or rejection of the order by the Venor.

Once the Buyer’s order has been accepted by the Vendor, Goldn will release funds to the Vendor, minus the transaction commission and/or any other taxes or fees that may apply.

The transaction funds owed to the Vendor will be transferred into the Vendor’s bank account on record, after the Vendor has confirmed the Buyer’s order request and the Buyer’s payment has been processed successfully. The Vendor has no interest in, or title to, any funds until and unless such funds are paid into the Vendor’s bank account.

Disputes

Goldn’s FAQs and Help Center are home to many useful answers and solutions to the most common questions and issues by Users, Creators/Buyers and Vendors/Sellers on Goldn.

Users can find helpful content regarding the Goldn Product Builder, fees and payment, buying and selling via the Goldn website or platform and User Accounts.

Goldn has a dedicated team to help Goldn Vendors/Sellers who need assistance. If you are a Vendor/Seller in need of assistance, please contact sales@goldn.com

How to Contact Goldn Customer Service?

If Users are unable to find the information needed in the FAQs or the Help Center, a Goldn Customer Service can be contacted at: help@goldn.com

7. Purchasing Conditions

You can find an overview of our Policy for Goldn Buyers here.

You can find an overview of our Payments Policy here.

When buying an item using our Services, you agree to the Policy for Goldn Buyers and that:

1. Buyers are responsible for reading the full item listing before requesting an order, purchasing, or committing to purchase,
2. When a Buyer “requests an order” for a Vendor’s product or service listing via the Goldn website or platform, the Buyer recognizes that the Goldn Product Brief may be shared with the Vendor, and therefore that the Vendor will have access to data on the Buyer’s product specifications and requirements, as well as Team information (team name, team size, address and/or location, etc.). No personal data is shared.
3. Buyers enter into a legally binding contract to purchase an item at the price listed on the Goldn website or platform, to the specifications listed and in accordance to the Vendors’ displayed Terms and Conditions when making an order request via the platform or website, when applicable;
4. Goldn does not transfer legal ownership of items from the Vendor to the Buyer at the moment of purchase;
5. For matters relating to the ownership of goods, know-how and/or intellectual property represented in the listings on Goldn, please refer to the Vendor’s Terms & Conditions or contact the Vendor directly before making an order request or purchase.

8. Selling Conditions

You can find an overview of our Policy for Goldn Sellers here.

You can find an overview of our Payments Policy here.

8.1 When selling an item using our Services, you agree to the Policy for Goldn Sellers and that:

1. When signing up as a Vendor to sell items and/or services via the Goldn website or platform, the Vendor may need to provide business information and link a financial account to the Vendor Account in order to receive payments from transactions made using our Services.
2. Vendors hereby consent that by providing such business information and by linking a financial account, that Goldn and/or its payment service providers may verify the authenticity and legitimacy of the Vendor’s account.

9. Intellectual Property

9.1. The Goldn website is owned and operated by Goldn GmbH and Goldn USA LLC and contains materials which are derived in whole or in part from materials supplied by Goldn and its partners, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The website is also protected as a collective work or compilation under U.S. and global copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the service and websites. You acknowledge that the website has been developed, compiled, prepared, revised, selected, and arranged by Goldn and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Goldn and such others.

Goldn reserves all intellectual property rights in the Goldn platform or website and any underlying software, algorithms, databases, and content. Except as otherwise expressly provided. No rights in any such intellectual property is transferred or granted to any user beyond the non-exclusive, non-transferable and non-sub-licensable right to access the Goldn platform or website during the term of these Terms and Conditions. The user may not copy, reproduce, distribute, display, transmit, modify, create derivative works, or reverse engineer any portion of the Goldn platform or website or any information, data, and other content made available by other users through the Goldn platform or website, the user must not use any robots, spiders, crawlers, deep links, or any other similar technology, devices, or manual processes to systematically and/or repeatedly access and collect information made available through the Goldn platform or website. The user grants to Goldn the non-exclusive, royalty-free, transferable, sub-licensable worldwide right to use any of the information, data, and other content provided or submitted by the user for the purpose of operating the Goldn platform or website, in particular to store, reproduce, distribute, edit, make available, change, transmit, publish, and make publicly accessible such information. This especially includes any logos, trademarks, and other material that is used to create a profile. You agree to notify Goldn immediately upon becoming aware of any claim that the platform or website infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the platform or website may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

10. Confidentiality

10.1. Confidential Information. Each Party and its Affiliates (the “Disclosing Party”) may disclose to the other Party and its Affiliates (the “Receiving Party”) information of the Disclosing Party, including without limitation, business, technical or financial information relating to the Disclosing Party’s business, whether disclosed orally or in writing (collectively, the “Confidential Information” of the Disclosing Party). In the case of Goldn, Confidential Information includes, without limitation, non-public information regarding features, functionality, performance of, and all information related to the Goldn Platform, Website and Services, all information displayed via the Goldn Platform and Website, including information related to product ingredients and materials, information related to other Goldn Users, and any Fees and payment terms. In the case of Company, Confidential Information includes non-public Company Information, including, without limitation, ingredient or product and services information that you identify to Goldn as being proprietary, except to the extent that you have enabled a feature of the Goldn platform that enables your proprietary ingredient information to be disclosed to other Goldn Users. As used in these Terms, “Affiliate” means a company that controls, is controlled by or is under common control with a Party.

10.2. Restrictions. The Receiving Party will take reasonable precautions to protect the Disclosing Party’s Confidential Information and will not disclose Confidential Information to any third party (except to the Disclosing Party’s Affiliates), without the Disclosing Party’s prior consent. The Receiving Party also agrees not to use the Disclosing Party’s Confidential Information except in its use or provision of the Goldn Platform or as otherwise permitted by these Terms.

10.3. Exclusions. The Disclosing Party agrees that the obligations in this Section 9 will not apply with respect to any information that the Receiving Party can demonstrate (a) is generally available to the public; (b) was in its possession or known by the Receiving Party prior to receipt from the Disclosing Party; (c) was rightfully disclosed to the Receiving Party by a third party without restriction; (d) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by law, a regulator or court order, so long as the Receiving Party uses reasonable efforts to limit disclosure and obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.

11. Warranty and Limitation of Liability

11.1. Warranty for the Provisioning of Goldn:

• Goldn provides Goldn with 99% uptime based on a monthly average. Goldn will take reasonable measures to ensure this availability and to maintain operations. Nevertheless, it may happen that the platform is temporarily unavailable. Such downtime without Goldn’s fault (Verschulden) does not affect the uptime according to sentence 1 and Goldn is not liable for such downtime. Goldn endeavors to restore the availability as quickly as possible, as far as the cause for the unavailability is within its own sphere of influence. Goldn will inform in due time about planned maintenance work that may affect the services. The User is, in particular, responsible for making their own backups of their system. These provisions do not apply, if availability was limited due to Goldn’s gross negligence or willful misconduct.
• Goldn shall not be liable without fault (verschuldensunabhängige Haftung) for damages of Goldn regarding § 536a para. 1 alt. 1 BGB.

11.2. Limited Liability for the Provisioning of Goldn

• Goldn’s liability for intent and gross negligence as well as under the German Product Liability Act (Produkthaftungsgesetz) and for simple negligent injury to life, limb, or health shall be unlimited.
• Liability for the slight negligent breach of contractual obligations, the fulfillment of which is essential for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely (cardinal obligations, Kardinalpflichten), is limited to the typically foreseeable damage.
• All other liability of Goldn is excluded.

11.3. Evaluation Services for enhancing Goldn

• Goldn releases additional features or feature enhancements from time to time for the purpose of testing and evaluation. Those features are usually labeled as “NEW”, “BETA” or “EXCLUSIVE EARLY ACCESS” or “TEST” and are used to collect user behavioral feedback with a sole purpose to enhance the user experience and to evaluate the feature compatibility.
• Such releases do not guarantee the same reliability and availability due to the testing and evaluation nature of the release. This, however, shall not affect other features that are already offered on the platform.
• Not all testing and evaluation features can be labeled according to Section 11.3 (a) above due to their dependency on an unchanged UI. These features will not, however, negatively impact reliability, availability or the other features that are already offered on the platform.

12. Indemnification

The user shall indemnify and hold Goldn and its affiliates, directors, officers, agents, employees and contractors harmless from and against any claims or losses or costs, including reasonable attorney fees, incurred by Goldn

• Which arise out of or in connection with any agreement entered into by such user with any other user or 3rd party via Goldn;
• Due to any breach by such user of the agreement with Goldn for the use of the Goldn platform or website (including in particular these Ts & Cs);
• Due to the user’s improper use of the Goldn platform or website; or
• Due to or violation by such user of any applicable laws or any rights (including any intellectual property rights) of any third party.

13. Third-party links and service websites

The website may provide:

1. information and content provided by third parties;
2. links to third-party websites or resources, such as vendors of goods and services;
3. third-party products and services for sale directly to you.

Goldn is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Goldn shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.

14. General & Miscellaneous

No waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.

Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

Miscellaneous. The section titles in these Terms are for convenience only and have no legal or contractual effect.

Notices. We may deliver notice to you by e-mail, posting a notice on the platform or website services and platform or website or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Goldn GmbH, Albert-Ueberle Straße 18, Heidelberg, Baden-Württemberg 69120, Germany; or (2) terms@goldn.com.

15. Legal notice

Information pursuant to Sect. 5 German Telemedia Act (TMG)

Goldn GmbHAlbert-Überle-Str. 18D-69120 HeidelbergGermany

Represented by:

Udo Eberlein

Contact

E-mail: udo.eberlein@goldn.com

EU dispute resolution

The European Commission provides a platform for online dispute resolution (ODR): https://ec.europa.eu/consumers/odr. Our e-mail address can be found above in the site notice.

Dispute resolution proceedings in front of a consumer arbitration board

We are not willing or obliged to participate in dispute resolution proceedings in front of a consumer arbitration board.

Liability for Contents

As service providers, we are liable for own contents of these websites according to Paragraph 7, Sect. 1 German Telemedia Act (TMG). However, according to Paragraphs 8 to 10 German Telemedia Act (TMG), service providers are not obligated to permanently monitor submitted or stored information or to search for evidences that indicate illegal activities.

Legal obligations to removing information or to blocking the use of information remain unchallenged. In this case, liability is only possible at the time of knowledge about a specific violation of law. Illegal contents will be removed immediately at the time we get knowledge of them.

Liability for Links

Our offer includes links to external third party websites. We have no influence on the contents of those websites, therefore we cannot guarantee for those contents. Providers or administrators of linked websites are always responsible for their own contents.

The linked websites had been checked for possible violations of law at the time of the establishment of the link. Illegal contents were not detected at the time of the linking. A permanent monitoring of the contents of linked websites cannot be imposed without reasonable indications that there has been a violation of law. Illegal links will be removed immediately at the time we get knowledge of them.

Copyright

Contents and compilations published on these websites by the providers are subject to German copyright laws. Reproduction, editing, distribution as well as the use of any kind outside the scope of the copyright law require a written permission of the author or originator. Downloads and copies of these websites are permitted for private use only.

The commercial use of our contents without permission of the originator is prohibited.

Copyright laws of third parties are respected as long as the contents on these websites do not originate from the provider. Contributions of third parties on this site are indicated as such. However, if you notice any violations of copyright law, please inform us. Such contents will be removed immediately.

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Cookie declaration last updated on 26.03.2021