UNFROSEN – TERMS & CONDITIONS

Welcome to the UNFROSEN B2B platform (the "Platform"), owned by OUTFIT TECHNOLOGIES S.R.L., a Romanian limited liability company, having its registered office in Paul Urechescu 10, Sector 2, Bucharest, Romania, registered with the Bucharest Trade Register under no. J40/14598/2020, with CUI 43274921 (the "Company").

The Platform is available at www.unfrosen.com, or at any other address that may be submitted for this one. Throughout these General Terms and Conditions ("GTC"), the terms "UNFROSEN", "our", "us", and/or "we" refer to the Company. The terms "Buyer", "you" and/or "your" refer to any visitor of the Platform and/or any user of the Services (as defined below).

YOU ACKNOWLEDGE AND AGREE THAT BY CONFIRMING THESE GTC WHEN REGISTERING, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE GTC. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM.

1. SCOPE OF APPLICATION

1.1. These GTC govern your access to the Platform and shall apply to all contracts concluded by UNFROSEN with you through the Platform, including the underlying orders and declarations of acceptance by UNFROSEN, as well as any ancillary agreements.

1.2. These GTC shall apply exclusively. Any of your terms and conditions that conflict with, deviate from or supplement the present GTC shall not apply unless UNFROSEN has expressly agreed to their application in writing. As derogation from article 1202 para. 4 of the Romanian Civil Code (RCC), these GTC and, where needed, the provisions of the Romanian legislation are deemed to supersede and replace in full any other terms and conditions of the Buyer.

1.3. The GTC, in the respectively valid version, shall also apply exclusively to all future transactions with you within the framework of ongoing business relations, even if they are not expressly agreed again.

1.4. Individual agreements (including individual subsidiary agreements, supplements and amendments) with the Buyer and deviating information in UNFROSEN's order confirmations shall take precedence over the GTC.

1.5. All the legally relevant declarations and notifications which the Buyer has to make to UNFROSEN, following the execution of the contract (e.g., setting of deadlines, declarations of withdrawal), must be made in writing in order to be effective.

2. DESCRIPTION OF THE SERVICES

2.1. UNFROSEN's purpose is to bring sellers (e.g.: brands, retailers, distributors, wholesalers) in contact with Buyers (e.g.: retailers, live sellers, online stores) for the purchase of footwear or apparel products (e.g.: clothing or design items, fashion accessories, etc.), and to sell such products indicated in the purchase orders (the "Products") issued by the Buyers (the "Purchase Order") through the Platform (together the "Services").

2.2. UNFROSEN undertakes to make commercially reasonable efforts towards you to sell the Products indicated in the Purchase Order, at the price set forth on the Platform, within a reasonable time as of the issuance of the Purchase Order, as notified by us to you, provided that: (i) the aggregate value of the Products ordered is equal to or higher than the minimum value/order indicated on the Platform; and (ii) you pay the applicable advance payment either (a) by completing the card payment in checkout, where card payment is available, or (b) by paying the advance payment indicated in the pro forma invoice issued by us upon receipt of the Purchase Order (where bank transfer is available), in each case within the deadline set forth on the Platform and/or in the pro forma invoice, as applicable, pursuant to article 3.1 below.

You hereby expressly acknowledge that we might not be able to sell any and all of the Products indicated in the Purchase Order, and expressly agree to buy any such Products, irrespective of the quantity that we are able to source and sell to you.

2.3. You shall be bound by any Purchase Order you make, which cannot be cancelled unless you do not receive any pro forma invoice and/or any confirmation of the Purchase Order from us within 2 weeks. The specific contract between you and us regarding the Products indicated in the Purchase Order shall only become legally effective when we issue a pro forma invoice.

2.4. UNFROSEN shall be entitled to ask you to prove you are authorised to purchase the ordered Products if the applicable laws stipulate a special form of registration and/or authorisation for the purchase of the type of Products concerned. UNFROSEN shall only be obliged to deliver the Products when you have provided the appropriate evidence.

3. PAYMENT

3.1. Split Payments (Advance + Balance). Payment Methods.

Unless otherwise stated in the confirmation of the Purchase Order or expressly agreed between UNFROSEN and you, the price owed by you for the ordered Products shall be paid using a split-payment structure (advance payment and remaining balance), as follows:

(a) Advance payment (upfront): a percentage of the total order value shall be paid as an advance payment (the "Advance Payment"), in RON or EUR, within 2 working days as of the issuance of the pro forma invoice by UNFROSEN. The standard Advance Payment is 50% of the total order value (including applicable taxes, if any), unless negotiated otherwise and confirmed by UNFROSEN in writing (for example 20% for selected Buyers).

(b) Remaining balance: the remaining part of the price (the difference between the total order value and the Advance Payment) shall be paid when the order is ready and the Buyer is notified by UNFROSEN, and/or as reflected in the final invoice issued by UNFROSEN (the "Final Balance"). The Buyer shall pay the Final Balance as soon as possible after being notified, and in any case no later than 5 (five) working days from the issuance of the final invoice and/or the notification that the order is ready, whichever occurs first.

(c) Card payments and bank transfer availability: As a general rule, payment on the Platform is available by payment card. Bank transfer payment may be made available only to Buyers expressly approved by UNFROSEN (for example, Buyers tagged or designated as eligible for bank transfer), at UNFROSEN’s sole discretion. UNFROSEN may grant, restrict, suspend, or withdraw the bank transfer option at any time, including for risk or compliance reasons.

(d) Payment of the Final Balance from the Buyer’s account: The Buyer acknowledges and agrees that the Final Balance shall be paid by the Buyer directly from their account on the Platform, upon UNFROSEN’s notification that the order is ready, using the payment methods made available to the Buyer (card and/or bank transfer, as applicable).

(e) Automatic card charge after 14 days (Final Balance): If more than 14 (fourteen) calendar days pass from the date UNFROSEN notifies the Buyer that the order is ready (or from the issuance date of the final invoice, if later), and the Buyer has not paid the Final Balance in full, UNFROSEN shall be entitled to automatically charge the outstanding Final Balance to the Buyer’s payment card used for the Advance Payment or any other payment card saved or authorized by the Buyer on the Platform, without further notice being required.

If the Buyer does not pay the Final Balance within the deadlines above and/or if an automatic charge fails, UNFROSEN shall be entitled to withdraw from the contract and/or demand compensation for damages instead of providing the service, and to keep the Advance Payment, to the maximum extent permitted by applicable law.

3.1.1. ADVANCE PAYMENT NON-REFUND POLICY
The Buyer expressly acknowledges and agrees that, to the maximum extent permitted by applicable law, Advance Payments are non-refundable. This includes, without limitation, the following situations:

(a) Order cancellation or withdrawal by the Buyer, or the Buyer no longer wanting the order for any reason;
(b) Buyer's failure to collect ordered Products, refusal of delivery, or any breach of acceptance obligations;
(c) Force majeure events or circumstances beyond UNFROSEN's control;

If ordered Products are confirmed ready for collection by UNFROSEN but are not collected by the Buyer within 14 (fourteen) calendar days of such confirmation, the Advance Payment shall be forfeited entirely, and UNFROSEN may dispose of the Products at its sole discretion without any further obligation to the Buyer.

By making an Advance Payment, the Buyer waives any right to claim refund, reimbursement, or set-off of such payment against any other obligations, to the maximum extent permitted by applicable law.

3.1.2. Authorization to store payment method and charge outstanding amounts
Where card payment is used, the Buyer expressly authorizes UNFROSEN and its payment service providers to (i) tokenize and store the Buyer’s payment card details in a secure manner (without storing full card data on UNFROSEN systems, where applicable), and (ii) charge the Buyer’s card for any amounts due under these GTC, including the Final Balance under article 3.1(e), and any other amounts owed by the Buyer in relation to the Purchase Order, to the maximum extent permitted by applicable law.

3.2. A payment shall only be considered made when the full invoice amount is at UNFROSEN's disposal. UNFROSEN shall not be obliged to accept cheques or bills of exchange; they shall only be accepted as full payment following a successful bank clearance process.

3.3. The Buyer hereby agrees to electronic invoicing in accordance with Emergency Ordinance 120/2021. Any complaints about invoices must be made by the Buyer immediately (i.e. without culpable delay) in writing.

3.4. The Buyer may only offset claims against counterclaims that are acknowledged by UNFROSEN, undisputed, legally established or through a judgement. The Buyer shall only be authorised to withhold a payment if its counterclaim is based on the same contractual relationship and is acknowledged by UNFROSEN, undisputed, legally established or established through a judgement.

3.5. If it becomes apparent that UNFROSEN's claim to consideration is jeopardised by the Buyer's solvency after the contract has been concluded, UNFROSEN may refuse to provide its services and supply the Buyer with any additional goods based on new or pre-existent orders until the Buyer renders the consideration and provides a security, such as - but not limited to - advance payments. After a period set for this purpose in the notifications sent by UNFROSEN on this matter, UNFROSEN shall be entitled to withdraw from the contract and/or demand compensation for damages or the reimbursement of expenses if the legal requirements are met. For the purpose of article 3.6, the solvency of the Buyer can jeopardize UNFROSEN's claim if there are registered invoice payment delays of 15 days or more, or repetitive delays of more than 10 days each.

4. TERMS OF DELIVERY

4.1. Unless otherwise indicated or agreed by UNFROSEN, all delivery dates and deadlines included in the Purchase Order or in the confirmation of such Purchase Order shall be non-binding. A delivery period shall only begin when all necessary documents, permits, clearances or other cooperative actions, as the case may be, have been provided by the Buyer and the Advance Payment has been made. Even after a delivery period has begun, UNFROSEN shall not be obliged to deliver if the Buyer fails to properly perform its own obligations on time. UNFROSEN reserves the defence of unperformed contract.

4.2. All Products will be delivered to the address specified in the Purchase Order (the "Delivery Location") during the Buyer's normal business hours or as otherwise instructed by the Buyer.

4.3. If the delivery of the goods is hindered by force majeure or other unforeseeable events, such as, but not limited to, fortuitous cases (RO: caz fortuit) or other equivalent events, occurring at UNFROSEN or one of its suppliers/subcontractors that prevent UNFROSEN temporarily from delivering the goods on the agreed date or by the agreed deadline through no direct or indirect fault of its own, the delivery date and deadline shall be extended by the amount of time for which the performance of the contract is disrupted by such circumstances plus a reasonable recovery time. If delivery becomes completely or partly impossible or cannot be reasonably expected due to the above circumstances, UNFROSEN shall insofar be released of its duty to deliver and/or entitled to withdraw from the contract. If such a disruption leads to a postponement of over 8 weeks, both contracting parties shall be entitled to withdraw from the contract; however, the Buyer shall only be entitled to withdraw from the contract after setting a reasonable grace period for the delivery. Notwithstanding the above, any Advance Payment made by the Buyer shall remain non-refundable in accordance with article 3.1.1. Other statutory rights of withdrawal are not affected by the previous provision.

Such events particularly include (but are not limited to) breakdowns caused by war, sabotage, fire, explosion, water or natural disaster or extreme natural events such as severe weather, as well as legitimate labour disputes and strikes, pandemics, epidemics or plagues, official orders, interruption or suspension of energy supply, failures or restrictions of electronic data exchange caused by a third party as well as attacks on IT systems of UNFROSEN or one of its suppliers/subcontractors by third parties.

4.5. If UNFROSEN does not receive deliveries on time or at all from its suppliers, it shall not be deemed in default of its obligations to the Buyer, unless UNFROSEN is responsible for the late supply or lack of supplies. UNFROSEN shall be entitled to withdraw from the contract if it becomes clear that its suppliers will not be able to supply the ordered goods through no fault of its own despite making parallel covering arrangements. In such cases, any Advance Payment made by the Buyer shall remain non-refundable in accordance with article 3.1.1.

4.6. In the event of late delivery, UNFROSEN shall be liable for damages caused by gross negligence or intent in accordance with article 9 of these GTC. In the event of slight negligence as per article 16 para. (3) first thesis RCC (RO: culpă simplă or simplă imprudență sau neglijență) and article 1355 para. (2) RCC, however, UNFROSEN's liability for damages caused by delay shall be limited to 0.5% of the value of the delayed (partial) delivery for every full week of delay, up to a maximum of 5% of the value of the delayed (partial) delivery. Such liability shall not include refund of any Advance Payment, which remains non-refundable in accordance with article 3.1.1.

5. DEFAULT OF ACCEPTANCE. STORAGE COSTS

5.1. If the Buyer defaults on the acceptance of the Products or culpably violates any other of its obligations to cooperate, UNFROSEN shall be entitled, without prejudice to its other rights, to appropriately consign or store the goods at the risk and expense of the Buyer. UNFROSEN may commission a forwarding agent or warehouse keeper for such purposes. If UNFROSEN stores the goods on its own premises, it shall be entitled to a storage fee amounting to 0.25% of the net purchase price of the stored goods per full week of storage. Higher or lower storage costs may be proven and charged accordingly. UNFROSEN reserves the right to assert further claims.

5.2. The risk of the accidental loss or deterioration of the Products shall be transferred to the Buyer at the point in time which the Buyer defaults on acceptance. For the purpose of this article 5, the Buyer defaults on acceptance if following a notice from UNFROSEN that the Products are ready to be accepted, the Buyer fails to accept the goods in a 24-hour period (grace period).

5.3. If the Buyer refuses to accept the contractually agreed Products, or if the reasonable grace period for acceptance expires without the desired result, UNFROSEN shall be entitled to withdraw from the contract and/or demand compensation for damages instead of providing the service. In such cases, UNFROSEN shall be entitled to keep the Advance Payment in accordance with article 3.1.1.

5.4. UNCOLLECTED GOODS POLICY If Products confirmed as ready for collection remain uncollected by the Buyer for more than 14 (fourteen) calendar days after UNFROSEN's notification of readiness, UNFROSEN may, at its sole discretion: (a) Dispose of the Products through sale to third parties, donation, or destruction; (b) Retain any proceeds from such disposal as additional compensation; (c) Charge the Buyer for any costs incurred in disposal, including but not limited to storage, handling, and disposal fees. The Buyer shall have no claim to any proceeds from disposal and waives any right to the Products after the 14-day collection period expires.

6. PRODUCT CONTROLS

6.1. The Buyer shall inspect the Products immediately after delivery at the Buyer's Delivery Location, and shall inform UNFROSEN of any defects (either apparent or hidden) of the Products within 7 days as of the delivery. In the absence of such notification, it is considered that the Products were in the desired quality. If the Buyer fails to report a defect, the delivery shall be considered faultless and approved and all remedies (including right to withdraw from the contract) of the Buyer lost. Any rejected goods must be properly stored by the Buyer at its own expense. The timeline of a complaint shall depend on the time at which it is received by UNFROSEN.

6.2. If the Buyer reports a defect on time in accordance with article 6.1, UNFROSEN shall be entitled, at its own discretion, to resolve the issue by either remedying the defect or delivering another faultless item. If UNFROSEN decides to remedy the defect, it shall bear all the necessary expenses, unless the rectification measure is made more expensive by the fact that the goods have been moved to a different location since delivery. Any remedy provided under this article shall not entitle the Buyer to refund of the Advance Payment, which remains non-refundable in accordance with article 3.1.1.

6.3. The Buyer shall not be entitled to assert claims for defects if there is only a minor deviation from the expected quality of a product or a minor impairment of its usability.

6.4. Warranty claims shall become time-barred six months after the Products have been delivered.

6.5. The Buyer may only assert claims for damages caused by defects if UNFROSEN's liability is not excluded or limited in accordance with article 9 of these GTC. The Buyer may not assert any claims for defects beyond those stipulated in article 6 of these GTC.

6.6. Product safety and compliance information (Declaration of conformity / compliance statement)
We do not hold any information that could reasonably indicate that the items sold on the UNFROSEN.COM platform, as specified in the issued purchase invoices, would fail to meet the applicable safety and compliance requirements in force under the legislation of the European Union. For further details regarding the products, please contact the manufacturer, importer, or authorized representative of these products, as indicated on the labels and/or documents accompanying the products provided by us.

7. INDEMNITY

7.1. The Buyer is responsible for any loss or damage caused to third parties in connection with these GTC and/or any law or the rights of a third party.

7.2. The Buyer agrees to defend, indemnify, and hold UNFROSEN and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of the Buyer's violation of these GTC and/or any law or the rights of a third party.

8. ASSIGNMENT

8.1. UNFROSEN may assign claims arising from or in connection with these GTC to affiliated companies or to other third parties. UNFROSEN shall further be entitled to commission third parties for performance of contractual obligations for which it is responsible.

8.2. The Buyer shall NOT assign, transfer, declare a trust of the benefit of or in any other way alienate any of its rights under these GTC, whether in whole or in part, without the prior written consent of UNFROSEN.

9. LIABILITY

9.1. UNFROSEN shall be fully liable for damages in the event of intent and gross negligence. In the event of a slightly negligent breach, UNFROSEN's liability shall be limited to the typical degree of damage for the type of contract in question that was foreseeable at the time the contract was concluded. In all cases, such liability shall not extend to refund of any Advance Payment, which remains non-refundable in accordance with article 3.1.1.

9.2. Unless a proven fault can be attributable to UNFROSEN, UNFROSEN shall not be held liable for any damage potentially suffered by the Buyer because of the use, or the impossibility to use, all or part of the Platform. UNFROSEN shall not be liable either for any consequences which would have been caused by the internet network or by the Buyer's information system, such as a possible malfunctioning, failure or breakdown, delay, or interruption of access to the electronic communications network, including Internet.

9.3. UNFROSEN will in no case be held liable for indirect damage suffered by the Buyer, nor for any lost profit, loss of opportunity, loss of turnover, loss of anticipated savings, loss of goodwill, loss of customers, damage to reputation, or loss of data.

9.4. UNFROSEN gives no warranty whatsoever to the Buyer in relation to the Products, their compliance, their availability or their suitability to the Buyer's needs.

9.5. In any event, except applicable legal provisions, UNFROSEN's liability to the Buyer in the event of a breach of any one of UNFROSEN's obligations hereunder, for all causes and whatever the circumstances, shall not exceed the aggregate amount, including tax, of the sums actually paid by the Buyer under this agreement, excluding any Advance Payments which are non-refundable in accordance with article 3.1.1.

9.6. If UNFROSEN's liability is excluded or limited, this shall also apply to the personal liability of UNFROSEN's legal representatives, employees, workers and vicarious agents.

9.7. Any claims for damages asserted by the Buyer, shall expire one year from the start of the limitation period.

10. PERSONAL DATA

10.1. The Buyer specifically agrees and unequivocally gives permission that all the personal data provided to UNFROSEN including, but not limited to, personal identification data of the Buyer's representatives and employees, to be used and processed by UNFROSEN in accordance with the General Data Protection Regulation (GDPR – Regulation 2016/679) and the privacy policy published on the Platform.

11. CONFIDENTIALITY

11.1. "Confidential Information" means any information whether orally or in the form of a document, in electronic or other form, regardless of whether the information is marked or not as "confidential" or "secret" and includes, but is not limited to, any document or information relating to the activity carried out by UNFROSEN or Buyer, information on financing, current and potential customers, activity and marketing plans, proposals, projects, forecasts, any financial data related to the activity of the Parties as well as the identification and contact data of the UNFROSEN or Buyer's employees/collaborators, drawings, graphic art works, source images, documentations, project plans, discoveries, inventions, improvements, technical achievements, techniques, processes, business methods, equipment, patent applications, processing and manufacturing information, research plans and results, databases, any information contained in databases, algorithms, formulas, scientific and technical information, test results, market research and know-how related to any of the above.

11.2. In order for the Buyer to share with UNFROSEN relevant information to be presented to relevant third parties, the Buyer undertakes the obligation to mark information as confidential or trade secret each time this is the case. In absence of marking of information as confidential, UNFROSEN shall not be bound by the confidentiality obligation in this article and can share that information with relevant third parties.

11.3. Both the Buyer and UNFROSEN undertake to maintain the confidentiality of the Confidential Information transmitted, in accordance with the applicable regime as per this clause.

11.4. Neither the Buyer, nor UNFROSEN, at any time, without the prior written opinion of the other party: (i) will use the Confidential Information other than in accordance with the scope of these GTC; and (ii) will disclose any Confidential Information to any third party, except in accordance with the scope of these GTC and the provisions of clause 11.2 above;

11.5. Both the Buyer and UNFROSEN's duty of confidentiality exists for the entire duration of the contract, as well as for a period of 2 years from its termination. This clause 11.5 is without prejudice to the legal protection the Company benefits from under the applicable law in connection with any information qualifying as trade secret or which is otherwise protected as Intellectual Property Right, for as long as such information remains a trade secret or for as long as it is protected as Intellectual Property Right under the applicable laws.

12. OWNERSHIP & INTELLECTUAL PROPERTY RIGHTS

12.1. Definition of Intellectual Property.
“Intellectual Property” means patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, logos, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property or proprietary rights, whether registered or unregistered, including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
The Intellectual Property relating to text, graphics, images, music, software, audio, video, information or other materials (the “Content”) made available on the Platform is protected by the laws of Romania and applicable foreign laws.

12.2. Ownership of Platform Content.
You acknowledge and agree that the Content, excluding any content you provide in connection with the Services, together with all associated Intellectual Property rights, is the exclusive property of UNFROSEN, its licensors and/or other authorized content providers.

12.3. No implied licenses.
Except as expressly stated in these GTC, no license or other rights (whether by implication, estoppel or otherwise) are granted to you under any Intellectual Property rights of UNFROSEN, its licensors, suppliers, or any third parties. You shall not remove, alter, obscure or interfere with any Intellectual Property rights notices incorporated in or accompanying the Services or the Content.

12.4. UNFROSEN trademarks.
UNFROSEN is the owner of pending, registered and/or unregistered trademarks, service marks, and trade names appearing on the Services, including the UNFROSEN name and logo, and all related names, logos, product and service names, designs and slogans. You agree not to use such marks without UNFROSEN’s prior written permission, nor in any manner that may infringe, dilute, or otherwise breach UNFROSEN’s Intellectual Property Rights.

12.5. Third-party brands and products – no IP rights granted.
The Buyer expressly acknowledges and agrees that the purchase of Products through the Platform does not grant the Buyer any rights, licenses, permissions, or authorizations to use, reproduce, display, distribute, publish, modify, or otherwise exploit any Intellectual Property belonging to the brands, manufacturers, suppliers, or other third parties whose Products are sold via the Platform, including but not limited to logos, brand names, trademarks, trade dress, marketing materials, images, product descriptions, or other branding elements.

Any use of such third-party Intellectual Property by the Buyer (including, without limitation, for advertising, online listings, marketplaces, social media, websites, or promotional materials) requires the prior and independent authorization of the respective rights holder, and shall be undertaken solely at the Buyer’s own risk and responsibility. UNFROSEN does not grant, sublicense, or imply any such rights and shall bear no liability in connection with any unauthorized use by the Buyer.

12.6. No representation or warranty regarding IP rights.
UNFROSEN makes no representation or warranty that the Buyer is entitled to use any third-party Intellectual Property in connection with the resale, promotion, or marketing of the Products. The Buyer shall be solely responsible for ensuring that its activities comply with applicable Intellectual Property laws and third-party rights.

13. LICENSE GRANTED BY UNFROSEN

13.1. License Grant. Subject to the terms and conditions of these GTC, UNFROSEN grants you a non-transferable, non-exclusive, royalty-free, revocable, limited license, with no right to sublicense, to use and access the Platform, and to view any Content to which you are permitted access solely for the purposes set forth in these GTC.

13.2. Restrictions. Except as otherwise stated, the rights granted herein are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Platform or the Content; (b) you shall not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of, publicly display, publicly perform, stream, broadcast, republish, download, disassemble, reverse compile, reverse engineer, store, post or transmit any of the material or content on our Platform; and (c) you shall not interfere with or circumvent any feature of the Platform, including any security or access control mechanism, in whole or in part, except as permitted in these GTC. Except as expressly granted in these GTC, no licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by UNFROSEN, its licensors or others. If you violate the rights of UNFROSEN, its licensors or others, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

14. LICENSE GRANTED BY YOU

14.1. In order to get the most out of the Services provided through the Platform, clients can provide or otherwise make Content available to us for use in connection with the Services. For these purposes, you hereby grant to UNFROSEN a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, and publicly perform (through any means necessary) such Content on, through or by means of the Services and/or any of UNFROSEN's advertising, marketing, publicity or other initiatives or events. UNFROSEN does not claim any ownership rights in any Content of the clients and nothing in these GTC will be deemed to restrict any rights that you may have to use and exploit any such Content.

14.2. You acknowledge and agree that you are solely responsible for any and all Content that you make available through the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all such Content or you have all rights, licenses, consents and releases necessary to grant to UNFROSEN the rights in such Content as contemplated under these GTC; and (b) neither the Content or any portion thereof nor your posting, uploading, publication, submission or transmittal of the such Content or UNFROSEN's use of such Content (or any portion thereof) on, through or by means of the Services and/or third party platforms will infringe, misappropriate or violate a third party's Intellectual Property rights, or rights of publicity or privacy, or contain libelous, misleading, or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you make and its accuracy. UNFROSEN takes no responsibility and assumes no liability for any Content posted by you or any third party, and you agree to indemnify Content per the terms of article 7 above.

15. GOVERNING LAW, PLACE OF JURISDICTION

15.1. The GTC and any sale contract between UNFROSEN and the Buyer, as well as any non-contractual obligations arising out of or in connection with them, shall be governed by and construed under the laws of Romania.

15.2. The jurisdiction for all disputes arising directly or indirectly from or in connection with these GTC and any sale contracts between UNFROSEN and the Buyer is that of the Bucharest courts of law (where jurisdiction is granted to a first instance court based on the type of dispute or amount in dispute – the competent court is the 2nd District First Instance Court), depending on the amount in dispute or the type of dispute.

16. MISCELLANEOUS

16.1. We reserve the right, at our sole discretion, to modify, suspend, discontinue or terminate the Services or any content, feature or material we provide thereon. We also reserve the right to modify these GTC from time to time upon reasonable prior written notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to any users. You agree that it is your responsibility to monitor changes to our Services. If we modify these GTC we will provide you with reasonable prior written notice and post the modification on the Platform and/or provide you with notice of the modification. By continuing to access or use the Services thereafter, you are indicating that you agree to be bound by the modified GTC. If the modified GTC are not acceptable to you, your only recourse is to cease using the Services.

16.2. The Buyer expressly acknowledges and agrees with all the provisions in these GTC on limitation of liability, unilateral termination, suspension of the performance of obligations, loss of right or term, limitation of right to challenge, limitation of contractual freedom, silent renewal, governing law and choice of jurisdiction. The Buyer particularly acknowledges and expressly agrees to the non-refundable nature of Advance Payments as set forth in article 3.1.1, recognizing this as an uncommon but essential commercial term for the proper functioning of UNFROSEN's business model. Consequently, by confirming these GTC when registering, you consent to these GTC and expressly accept any uncommon clauses for the purpose of article 1202 – 1203 RCC.

17. PAYMENT TERMS WITH A PARTNER (PASTPAY)

On the unfrosen.com webshop, it is possible to pay for the purchased goods not immediately, but at a later date. We provide this with the help of an external financial partner, PastPay Europe sp. z o.o. (PastPay) through its payment method called PastPay.

In this case, if you select PastPay as the payment method at checkout and PastPay undertakes to finance the given transaction, PastPay will buy the invoice issued by the Service Provider to you, therefore it will purchase the Service Provider's claim against you and pays the invoice value to the Service Provider instead of you. In such cases, the invoice issued by the Service Provider already contains the unique legal features of the scheme and all the necessary information.

It is IMPORTANT that after the assignment of the invoice, your payment obligation remains with PastPay, which can only be paid to the bank account number of PastPay indicated on the invoice. You must fulfill your payment obligation no later than the due date of the invoice, otherwise a flat rate of 40 euros will be charged.

By using PastPay, you consent to the forwarding of your contact details (name, email address, phone number) to PastPay. This is primarily necessary so that we can send you the information and notifications necessary for the grant and the payment process.

In the event that PastPay does not undertake to finance the given transaction, this payment method is not available - of course, you still have the option of making the purchase, please choose another payment method in such a scenario.

PastPay Privacy Policy is available at: pastpay.com/en/legal/privacy-policy