General Terms and Conditions (GTC) of CareerFairy AG

1. SCOPE

• 1.1. These General Terms and Conditions ("Terms") govern access to and use of the services offered by CareerFairy AG, Hardturmstrasse 253, 8005 Zurich, Switzerland (hereinafter referred to as "CareerFairy").
• 1.2. CareerFairy offers registered companies (hereinafter referred to as "Customers") the opportunity to create a profile of their own company on its online platform at "www.careerfairy.io" (hereinafter referred to as "Platform") and to make contact with students and graduates (hereinafter referred to as "Talents") by means of live streams and other online events and to present themselves as potential employers.
• 1.3. These Terms govern the general terms and conditions under which CareerFairy offers its services and provide the basis for the Customer's individual subscriptions in connection with the use of the platform.
• 1.4. In order to access the services and use the products offered by CareerFairy, the Customer must agree to and comply with these Terms. These Terms also refer to CareerFairy's privacy policy, which can be found at https://www.careerfairy.io/data-protection ("Privacy Policy"), as well as to the expressly stated provisions on the Platform. Acceptance of the Terms, together with the order countersigned by the Customer and other documents referred to therein, constitutes a legally binding agreement ("Agreement") between CareerFairy and the Customer ("Parties").

2. SUBJECT MATTER OF THE SERVICE

• 2.1. CareerFairy offers its services exclusively to Customers who act as entrepreneurs in the course of their business activities.
• 2.2. CareerFairy offers the Customer the opportunity to choose between the following methods (hereinafter the "Services"):
  • a. Career Live Stream Events: through the Platform, Customers can use CareerFairy's live stream infrastructure and host virtual career events for talents. Customers present themselves in a virtual format in order to get in touch with them, if interested, for the purpose of recruiting employees (hereinafter: "Career Live Stream Event"); the Customer can enable the recording of the Career Live Stream Event so that talents can watch it again later;
  • b. CareerFairy Promotion: CareerFairy makes Talents aware of the Career Live-Stream Events via the platform and other channels (e.g. CareerFairy newsletter, university career portals, student associations, social media) so that they register to participate in Career Live-Stream Events; the offer contains details of the channels available to the Customer ("Promotion Channels");
  • c. CareerFairy Sparks: The customer has the opportunity to upload short videos to the platform via his profile, e.g. to answer potential questions from talents about the customer and to draw the attention of talents to himself(“CareerFairy Sparks”);
  • d. CareerFairy Analytics: Via the Platform, Customers have the opportunity to access analytics data on Career Live Stream events (hereinafter: "Analytics Dashboard"). The Analytics Dashboard includes, among other things, data on the Talents registered for the Career Live Stream Event, as well as data shared by them on their respective profiles for Customers (e.g. name, address, email address, CV) and the number of Talents who have participated in the Career Live Stream Event or watched its recording ("Views").

3. START OF CONTRACT, END OF CONTRACT, CANCELLATION

• 3.1. The contract between the Customer and CareerFairy is concluded when the Customer has accepted the offer e.g. by counter-signature or other confirmation, but at the latest when the Customer uses the Profile. These Terms are an integral part of the contract between the Customer and CareerFairy. General terms and conditions of the Customer shall not apply, even if CareerFairy has not explicitly objected to their inclusion.
• 3.2. Unless otherwise agreed between the Parties, the contract between the Customer and CareerFairy ends at the end of the term stated in the offer, without the need for a declaration of cancellation. Cancellation before the end of the term is excluded, unless these Terms explicitly state otherwise.
• 3.3. The right of either Party to terminate this Agreement for good cause remains unaffected.
• 3.4. CareerFairy may change the content and scope of the Services at any time at its own discretion. CareerFairy shall inform the Customer of significant changes, i.e. changes that significantly alter the nature and scope of the Services provided to the Customer in accordance with the agreement, at least 14 days in advance, unless this is impossible.
• 3.5. Termination of the Agreement by either Party shall not affect any rights, obligations or liabilities of either Party that arose prior to the termination or that are intended to survive the termination.

4. REGISTRATION PROCESS, ACCESS TO THE PLATFORM

• 4.1. The use of the platform by the Customer and the associated possibility of utilising the services of CareerFairy requires the Customer to complete a registration and, if applicable, identification process. In order to carry out this process, the user acting on behalf of the Customer must provide personal data in the registration form provided for this purpose. In doing so, the user consents to the processing of the personal data entered by him. The Customer will be informed of the successful registration of the Customer and the opening of the user account by means of a registration confirmation e-mail.
• 4.2. After successful registration, the Customer receives its own account on the Platform, which consists of a part accessible only to it, in which, among other things, the Analytics Dashboard can be accessed, as well as a public Profile in which it can present information about the company and plan Career Live Stream Events (hereinafter: "Profile"). The Customer undertakes not to present any untruthful or misleading information in its Profile and not to infringe any third- party rights, in particular when using image files to illustrate the Profile.

5. CONTENT OF THE PLATFORM AND ACCESSIBILITY

• 5.1. The content of the Platform is carefully compiled and maintained by CareerFairy, insofar as this does not affect the Platform components, the compilation and maintenance of which is the responsibility of the Customer (in particular the respective Profile). Nevertheless, errors may occur, meaning that CareerFairy cannot guarantee the accuracy of the content.
• 5.2. The Services and all content, data, information and materials contained therein are provided "as is" and "as available", without guarantees or assurances of any kind.
• 5.3. CareerFairy is committed to high technological standards. Nevertheless, it cannot be ruled out that hardware and/or software errors may occur that affect the accessibility of CareerFairy's services. CareerFairy cannot therefore guarantee continuous accessibility and availability.
• 5.4. CareerFairy shall take all suitable and reasonable precautions against data loss and unauthorised access to Customer data by third parties within the scope of technical possibilities. CareerFairy regularly creates backup copies of the data. In
• the event of loss or damage to Customer data, CareerFairy is committed to the successful and timely backup and restoration of this data.
  • 5.5. CareerFairy shall provide the Customer with such support as is reasonably required to resolve problems in the use of the Services.
  • 5.6. CareerFairy may engage third parties to fulfil its contractual obligations at its own expense, unless expressly agreed otherwise. CareerFairy shall be fully liable to the Customer for its subcontractors and shall ensure that the subcontractors are bound by the same or stricter confidentiality obligations as CareerFairy.

6. USAGE OF SERVICES /ACCESS TO TALENT

• 6.1. The Customer is authorised to carry out the number of Career Live Stream Events specified in the Agreement. The planned Career Live-Stream event must take place within a period of 12 months from the date of the start date specified in the agreement (hereinafter "Inception Date"). To organise a Career Live-Stream Event, the customer sets a planned date and informs CareerFairy of this via the Portal. This must be at least 21 days in the future. CareerFairy shall then report back whether the technical requirements for organising the Career Live Stream Event are available on the date planned by the customer. The Customer is not entitled to the event taking place on the planned date unless CareerFairy has confirmed this date to the Customer.
• 6.2. Unless otherwise agreed between the Parties, CareerFairy only provides the technical infrastructure for the organisation and implementation of Career Live- Stream Events and CareerFairy Sparks and does not provide any support with regard to the content. The Customer is solely responsible for the content and ensures that it complies with applicable law. The Customer shall indemnify CareerFairy against all third-party claims arising from or in connection with Career Live-Stream events and/or CareerFairy Sparks organised by the Customer. The Customer shall support CareerFairy free of charge and comprehensively in the clarification of disputes with third parties and shall provide CareerFairy with all information required for this purpose immediately upon request by CareerFairy.
• 6.3. A subsequent change of the planned date for the Career Live Stream Event is possible as long as the new date is within the 12-month period from the Inception Date.
• 6.4. Each of the Promotion Channels available to the Customer can only be used once for a planned Career Live Stream Event.
• 6.5. CareerFairy establishes contact between the Customer and such Talents and transmits their data stored in the user profile to the Customer, provided that the Talents (i) have registered with CareerFairy and fulfil the requirements for such registration, (ii) have registered to participate in a Career Live Stream Event planned by the Customer and (iii) have stored contact options for Customers in their profile and have consented to the transmission of this data to Customers. Alternatively, talents have the option of contacting the customer via their profile.
• 6.6. CareerFairy guarantees neither the participation of a minimum number of Talents in the events organised by customers nor the number of any applications.
• 6.7. The Customer is authorised to reproduce and use information provided to him about Talents in order to evaluate whether this Talent is suitable as an employee of the customer. For this purpose, the Customer can contact the Talent directly via the contact information provided by the Talent in their profile.

7. FEES AND TERMS OF PAYMENT

• 7.1. The Customer's access to the Platform and the CareerFairy Services available there is subject to the payment of fees, which are non-cancellable and non- refundable. The fees, subscription plans and possible payment methods are set out between the Parties in the offer that the Customer has accepted; they are exclusive of VAT and are payable in CHF. The fees include the costs for CareerFairy's usual expenses for the organisation of the Career Live Stream Events (e.g. for calls and correspondence) in the amount specified in the offer.
• 7.2. Subscription fees are payable by the last day of the previous subscription period. Subscription fees for plans without a specific term and all other fees must be paid within the period specified on the invoice, otherwise within 30 days of invoicing. The Parties may agree other payment terms, which will then replace the standard terms. An interest rate of 5% per annum will be charged on late payments.
• 7.3. CareerFairy reserves the right to restrict or suspend access to the Services, delete any or all of the Customer's accounts or Profiles or terminate the Agreement with immediate effect if the Customer fails to pay the fees agreed between the Parties or CareerFairy reasonably determines that there is or threatens to be illegal, unlawful or fraudulent use of the Services by the Customer. In the event of suspension, the Customer shall remain liable for all fees and charges incurred during the period of suspension.

8. GENERAL OBLIGATIONS OF THE CUSTOMER AND CANCELLATION RIGHTS OF CAREERFAIRY

• 8.1. The Customer is responsible for the accuracy and completeness of the data and information provided by the Customer to CareerFairy. The Customer is fully responsible for choosing a secure password in accordance with CareerFairy's instructions, protecting their access data and using the services securely and in accordance with these Terms. The Customer must inform CareerFairy immediately of any unauthorised use of the access data. CareerFairy shall not be liable for any damage or loss caused by unauthorised Profile access due to the actions or omissions of the Customer. The Customer must use the Services in accordance with the legal provisions applicable in the territory in which the Customer is based.
• 8.2. The Customer is responsible for ensuring the existence of any rights of use for Profile components used by the Customer. If a third party claims that information available on a Profile infringes their rights, CareerFairy is authorised to deactivate the Customer's Profile until it has been clarified whether the claimed infringement exists. The Customer shall indemnify CareerFairy against all third-party claims asserted against CareerFairy arising from or in connection with an infringement of rights asserted by these third parties on or through the Customer's Profile on the Platform. The Customer shall support CareerFairy free of charge and comprehensively in the clarification of disputes with third parties in connection with the Profile and shall provide CareerFairy with all information required for this purpose immediately upon request by CareerFairy.
• 8.3. The Customer shall inform CareerFairy of:
  • a. any planned change in the Customer's agency relationships insofar as relevant to the performance of this Agreement;
  • b. the imminent loss of an official permit or licence essential for the business operated by the Customer or a breach of other essential legal requirements;
  • c. all circumstances of which the Customer becomes aware that relate to the risk of insolvency.
• If the Customer does not fulfil these obligations, CareerFairy is entitled to terminate the contract with the Customer for good cause without notice and to block the Customer's profile. Other rights to cancellation for good cause remain unaffected.
  • 8.4. The Customer may not circumvent or attempt to circumvent the security precautions of the Services and may not use them in an unlawful or fraudulent manner or for unlawful or fraudulent purposes or effects. The Customer undertakes not to attempt to decompile, reverse engineer, modify, translate or
• disassemble any part or content of the Services or to create derivative works based thereon, whether alone or in co-operation with another company or person or whether commissioned by the Customer.
  • 8.5. The Customer shall inform CareerFairy immediately of any circumstances within its sphere of influence that could jeopardise or be relevant to the provision of the Services, as well as of any misuse or suspected misuse of the services and/or the Customer's Profile.

9. INTELLECTUAL PROPERTY

• 9.1. CareerFairy retains all rights, including all copyrights, trademarks, know-how, industrial property rights and other intellectual property rights and other rights to the Services or parts thereof. No ownership of intellectual property rights is transferred between the Parties through the use of the Services.
• 9.2. With respect to Career Live Stream Events or other actions performed by the Customer with the Profile, the Customer is granted a limited, revocable, non- exclusive, non-transferable and non-sublicensable right to access and use the Services in accordance with the Agreement. Any other use of the Services, in particular the copying, distribution, display, reproduction, creation of derivative works or commercialisation of the available content or any part thereof, is strictly prohibited without the prior written consent of CareerFairy. The systematic retrieval of content from the Services or the Platform for any purpose is strictly prohibited without the prior written authorisation of CareerFairy.

10. DATA PROTECTION

• 10.1. CareerFairy only collects and processes personal data provided by the Customer to the extent necessary for the purposes of the Services and in accordance with the Privacy Policy. If these are no longer required for the fulfilment of the contract or the fulfilment of legal obligations, CareerFairy will delete the customer's personal data.
• 10.2. CareerFairy protects the personal data collected through appropriate technical and organisational measures and in accordance with the data protection laws applicable in Switzerland and the European Union. CareerFairy and the Customer can specify their obligations with regard to data protection in a data processing agreement; in this case, the provisions of the data processing agreement shall prevail.
• 10.3. The Customer authorises CareerFairy to use, process and store relevant data for the provision of the Services and to use anonymised data to improve the Services or for analysis purposes.
• 10.4. The Services may use cookies about the use of the Services by users for anonymous analyses and for the convenience of users. Users/ can disable cookies in the browser at any time. In the event of deactivation, users may no longer be able to use all features and functions.
• 10.5. The Customer is obliged to comply with the applicable data protection regulations with regard to the Talent data made available by CareerFairy and to use the data received from CareerFairy exclusively for the purpose of recruiting employees.
• 10.6. If a Talent is not considered as an employee for an advertised position, or if the Talent rejects a possible offer from the Customer for a specific position, the Customer is obliged to delete the data received from CareerFairy for this Talent after the legally permissible storage period has expired.

11. CHANGES TO THE TERMS AND CONDITIONS

• Amendments or new versions of the GTC will only be communicated to the Customer electronically at least two weeks before the proposed date of entry into force. The Customer is deemed to have given his consent if he has not notified Career in writing of his rejection before the proposed date of entry into force of the changes. CareerFairy shall inform the Customer of this approval effect separately in its notification of change. If the Customer objects to the change, CareerFairy has the right to terminate the business relationship subject to a notice period of one month.

12. LIABILITY OF CAREERFAIRY

• 12.1. CareerFairy shall be liable to the Customer without limitation in the event of intent or gross negligence, for injury to life, limb or health, in accordance with the provisions of the Product Liability Act and to the extent of a guarantee assumed by CareerFairy.
• 12.2. In the event of a slightly negligent breach of a cardinal obligation, CareerFairy's liability shall be limited to the amount of damage that is foreseeable and typical for the type of transaction in question.
• 12.3. CareerFairy shall have no further liability.
• 12.4. Insofar as the liability of CareerFairy is excluded or limited above, this also applies to the personal liability of its legal representatives, employees, workers, staff and vicarious agents.

13. STATUS OF THE PARTIES AND ADVERTISING

• 13.1. The Parties enter into the Agreement as independent contractors and nothing in the Agreement is intended to create a joint venture between the Parties. Neither Party is authorised to enter into contracts with third parties for and on behalf of the other Party.
• 13.2. CareerFairy is authorised to use the Customer's name, logo and a brief description of the services provided by CareerFairy for advertising purposes on its own website and in other marketing or investment materials. The Customer grants CareerFairy an unlimited, revocable, non-exclusive, non-transferable and non- sublicensable right of use for this purpose. Any other use requires the prior consent of the other party.

14. MISCELLANEOUS

• 14.1. Notifications must be made in writing (e-mail is sufficient), in English or German and must be sent to the respective addresses stated in the order.
• 14.2. The Customer may not assign his rights, obligations or claims arising from the Agreement without the prior written consent of CareerFairy.
• 14.3. The Agreement concluded between the Customer and CareerFairy and these Terms are subject to the substantive law of Switzerland, excluding the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods.
• 14.4. The place of jurisdiction for all disputes arising from or in connection with these Terms is Zurich, Switzerland.
• 14.5. Should any provision contained in the Terms or the Agreement or any other agreement concluded between the Parties now or in the future be invalid, incomplete or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The Parties undertake to replace the invalid, incomplete or unenforceable provision with a provision that comes as close as possible to the economic purpose of the invalid, incomplete or unenforceable provision.