Affiliate T&C

1. Definitions

All terms not defined by the General Terms and Conditions of Lemox Affiliate Program have the meaning given to them by the Terms and Conditions of Lemox Investment Platform and/or applicable laws and regulations of the Federal Republic of Germany. Except where the General Terms and Conditions of Lemox Affiliate Program stipulate otherwise, the terms in this Section “Definitions” defined in singular have the same meaning in plural, and the terms defined in plural have the same meaning in singular.

2. Subject-matter of the Agreement

2.1.The Affiliate within and for the purposes of its business activity promotes Lemox services, products, websites and apps by creating advertising materials which adhere strictly to applicable laws, regulations and Lemox Guidelines on Marketing Materials found on https://www.lemox.net/page/lemox-marketing-guidelines. For the promotion activities of the Affiliate provided herein, a remuneration is being paid to the Affiliate according to the terms of this Agreement. 2.2. Activities of the Affiliate, specified in Clause 2.1., shall be performed online (website and/or app) by using a unique tracking link provided to the Affiliate by Lemox. Notwithstanding the above, Parties may separately agree on other forms/channels of promotional activities of the Affiliate. Activities of the Affiliate shall be performed on a non-exclusive, royalty free basis.

3. Representations, Warranties and Undertakings

3.1. Hereby the Affiliate warrants, acknowledges, and represents as of the date of applying to become an Affiliate and on a continuing basis during the term of this Agreement that:

3.1.1. Affiliate is duly organised and validly existing under the laws of EU/EEA of their respective jurisdiction, if an Affiliate is a legal entity;

3.1.2. Affiliate has all the necessary powers, capacity, and authority, and has taken all necessary actions to enable it to lawfully enter into this Agreement, and any other documentation relating thereto, and to perform their obligations under the Agreement and any other documentation relating thereto;

3.1.3. this Agreement and the obligations created under it are legally binding on Affiliate and can be enforced against Affiliate in accordance with its terms;

3.1.4. the Agreement does not and will not violate, conflict with any applicable law;

3.1.5. Affiliate has obtained all governmental, regulatory and other permissions that Affiliate is required to obtain in relation to the entering into, and performance of Affiliate’s obligations under this Agreement as well as their business activities towards the potential Investors, that they are in full force and effect and Affiliate has complied with all and every condition of any such permissions, and the Affiliate will use all reasonable efforts to ensure they remain in full force and effect and to comply with all such conditions;

3.1.6. Affiliate will comply with all applicable laws, including all rules, requirements or disclosures of all applicable jurisdictions, of all applicable regulatory authorities in relation to this Agreement;

3.1.7. Affiliate complies with all applicable tax laws and their requirements, including, but not limited to, registration with the tax authority in their place of tax residence, declaration of remuneration received in accordance with this Agreement, filing tax returns and calculation and payment of applicable taxes and stamp duties;

3.1.8. all documents and information which the Affiliate has provided to Lemox are up-to-date and true;

3.1.9. advertising materials and their application used by the Affiliate are not prohibited by law or third-party rights.

3.2. Hereby Lemox warrants, acknowledges, and represents as of the date of Affiliate applying to become an Affiliate and on a continuing basis during the term of this Agreement that:

3.2.1. Lemox is duly organised and validly existing company under the laws of the Federal Republic of Germany;

3.2.2. Lemox is a regulated investment firm that complies with applicable laws and regulations of the Federal Republic of Germany.

4. Procedure of Starting Cooperation

4.1. To start cooperation specified herein, the Affiliate undertakes to apply to become an Affiliate of Lemox by registering through a third party affiliate network or registering directly on www.lemox.net and irrevocably consents to these General Terms and Conditions of Lemox Affiliate Program which is an integral part of the Agreement. By producing any material about Lemox and/ or its investment services and/or products, and distributing it in any way, the Affiliate agrees to be bound by the current version of these General Terms and Conditions of Lemox Affiliate Program.

4.2. When starting the cooperation and during the whole term of the Agreement, Lemox is entitled to request and the Affiliate upon Lemox request agrees to timely provide following additional documents:

4.2.1. identity documents of the Affiliate / Affiliate's representative: valid passport/ ID card;

4.2.2. if the Affiliate is a company/legal entity: registration certificate, articles of association, excerpt from the register of companies regarding the current status and information on the company, including its shareholders/members, documents certifying the authorisation of the Affiliate's representative to enter into and fulfill the Agreement (power of attorney, reference from the register of companies, minutes, resolution), documents certifying the company's ultimate beneficial owners;

4.2.3. taxpayer's registration number, value added tax (VAT) payer's registration number and/or any excerpt from tax authorities, if necessary.

4.3. In case of any changes in the information/data specified in the Section 4 hereof provided to Lemox, the Affiliate undertakes to notify Lemox in writing within 10 (ten) calendar days from the date of such changes and to provide amended documents.

5. Rights and Obligations of the Parties

5.1. The Affiliate carries out activities specified in Clause 2.1. hereof in a professional manner, on their own behalf and on their own account without being compensated by Lemox for any expenses incurred.

5.2. Pursuant to the Agreement the Affiliate shall not have any right, power or authority to enter into transactions for, on behalf and for the account of Lemox. The Affiliate acting for the purposes of the Agreement is not entitled to carry out an identification of the potential Investors, their representatives and/or beneficial owners, and receive any documents and personal data that are received from the potential Investors, certify copies thereof and submit them to Lemox.

5.3. The Affiliate, when carrying out the activities specified in Clause 2.1. hereof, including but not limited to, promoting Lemox, undertakes to observe the following restrictions and compulsory requirements:

5.3.1. The following content, methods or channels of promotion are prohibited:

5.3.1.1. Obscene, indecent or pornographic content (e.g., pictures and descriptions of violence or injuries, nude pictures or drawings, texts relating to sex or lewd objects or behaviour);

5.3.1.2. Violence, content glorifying violence or encouraging or glorifying hatred or violence;

5.3.1.3. Vilification or discrimination based on sex, religion, nationality, disability, sexual orientation, age or race;

5.3.1.4. Illegal goods, weapons, services or activities as well as any unlawful behaviour;

5.3.1.5. Content aimed at children;

5.3.1.6. Utilising Lemox’s trademarks (figurative or word), firm's style of Lemox or IP rights without Lemox’s explicit prior written consent. Prohibited usage of trademarks and IP rights includes but is not limited to the use of “Lemox'' or variations or misspellings thereof in an URL or domain name;

5.3.1.7. Any materials, which infringe or assist others to infringe any copyright, trademark or other intellectual property rights;

5.3.1.8. Malicious software, meaning any software or functionality able or used to disrupt computer operations, gather sensitive information, gain access to private computer systems, or display unwanted advertising (e.g. computer viruses, internet worms, Trojan horses, hoaxes, dialers);

5.3.1.9. Unfair or misleading commercial practices such as containing false or untrue information or is likely to deceive the user in relation to the existence or nature of the advertised product (i.e. price, interest rates, benefits, geographical location, returns and cancellations); fail to identify the commercial intent of the commercial practice if not already apparent from the context; displaying a trust mark, quality mark or equivalent without having obtained the necessary authorization;

5.3.1.10. Search is prohibited including: (i) search engine marketing (SEM; e.g. using Lemox’s trademarks, name or offers, including brand bidding, keywords, metatags, misspellings); and (ii) Misleading search engine manipulation;

5.3.1.11. Pop up and pop under inventory;

5.3.1.12. Any devices, programs, robots, iframes or hidden frames in order to generate registrations;

5.3.1.13. Parasitic marketing (e.g., via interstitials, toolbars, add-ons), scripts or mechanisms that can manipulate or potentially enable miscalculations or diversions of commission;

5.3.1.14. Hard incentivizing inventory (e.g., virtual currency, content unlock);

5.3.1.15. Advertising on coupon sites, unless allowed with Lemox’s prior written approval;

5.3.1.16. Social media paid advertising (social networks like Facebook, Instagram, Twitter, YouTube etc.) unless allowed with Lemox’s prior written approval;

5.3.1.17. SMS, IRC channels and instant messengers (web as well as mobile, e.g., WhatsApp, Line, Viber, Telegram, etc.), unless allowed with Lemox’s prior written approval;

5.3.1.18. Content that may be regarded as politically sensitive, including, but not limited to, material that advocates extreme views or untenable theories, or which may reasonably be construed as endorsing such positions;

5.3.1.19. Promoting unauthorised promotional offers or codes that haven’t been explicitly approved for the Affiliate, or promoting expired or cancelled promotional offers or codes;

5.3.2. To ensure that the information in any materials is accurate, clear and not misleading;

5.3.3. to use every of the following warnings in its publication / content:

5.3.3.1. “This is not an offer to invest”;

5.3.3.2. “Investing in financial instruments involves risk. No investment is guaranteed, and there is always a risk of partial or full loss of invested funds”;

5.3.3.3. “This information is not investment advice or a recommendation. All investment decisions shall be made by you independently, taking into account all your personal circumstances”;

5.3.3.4. “This publication / content has been prepared within paid partnership with Lemox”;

5.3.3.5. When referring to past performance/past results: “Past performance is no guarantee of future results. Any historical returns may not reflect future performance.”;

5.3.3.6. When referring to future projections that are not based on historical performance: “Any expected returns or probability of future returns does not guarantee projected results and/or future performances.”;

5.3.3.7. If the Affiliate is using audio / video content / publication, warning text provided hereof could be placed in the content / publication description (e.g., video trailer footer) and the Affiliate shall explicitly warn the audience to get acquainted with the full text of the warning and provide reference where it is placed;

5.3.3.8. any other warnings in its publication / content where applicable and/or required by national regulations;

5.3.4. to create publications and other content in compliance with regulatory requirements and guidance(s) of the competent institution(s) applicable to marketing of investment services and financial products, bearing in mind that there can be national requirements that differ from country to country.

5.4. The Affiliate is not considered as tied agent under the regulations of Directive No 2014/65/EU of 15 May 2014 on Markets in Financial Instruments, as the Affiliate does not solely act under full and unconditional responsibility of Lemox, to promote investment and/or ancillary services to Investors or prospective clients of Lemox, including the Affiliate does not:

5.4.1. Provide advice or recommendations to Investors or prospective clients of Lemox;

5.4.2. Receive and transmit instructions or orders in respect of investment services or financial instruments from Investors or prospective clients of Lemox.

5.5. The Affiliate shall represent itself and its website or app independently from Lemox. The Affiliate’s identity should not be misinterpreted as well as the Affiliate’s domain name and its email.

5.6. The Affiliate shall ensure that URLs, text links and link descriptions that refer to Lemox’s web pages are operated in a way that forwarding to the websites of Lemox is easily recognizable for the end user. The Affiliate shall refrain from any automatic and deceptive redirects to Lemox’s websites.

5.7. The Affiliate must observe Lemox Guidelines on Marketing Materials (available here), which are an integral part of this Agreement, in relation to advertising material and conform to all necessary requirements.

5.8. The use of any graphic advertising material (images, banners, emails) including Lemox trademark created by the Affiliate requires explicit prior publication approval by Lemox in written form. The approval or rejection of the advertising materials is in Lemox’s sole discretion. The Affiliate will at Lemox’s request explain and demonstrate the technical status and configuration of Affiliate’s advertising. The Affiliate grants Lemox all necessary rights to self-created advertising material that are required for a proper use of the advertising material; in particular, the usage rights granted include the right to reproduce, distribute and make the advertising material publicly accessible.

5.9. The Affiliate is entitled to include advertising materials only on websites and domains that have been approved in advance by Lemox in writing. The Affiliate shall refrain from using advertising material outside of sites approved by Lemox. If Lemox becomes aware of placements on non-approved sites, Lemox is not obliged to pay for the transactions resulting from the corresponding traffic and reserves the rights immediately and unilaterally to terminate the Agreement.

5.10. The Affiliate shall ensure that the relevant provisions of the applicable competition law, trademark law, copyright and related performers' rights and data privacy laws are observed in relation to its own advertising materials and their application.

5.11. The Affiliate shall use the unique tracking link retrieved from affiliate network, or any other link provided by Lemox in order to accurately track all transactions coming from Affiliate's website or app to Lemox’ website or app, otherwise Lemox is not obliged to pay for the transactions resulting from the corresponding traffic.

5.12. The Affiliate is not entitled to transfer its rights and obligations hereunder for execution by third parties, except in the cases when such transfer is permitted with a prior written consent by Lemox.

5.13. If potential Investors or other third parties have any requests or claims against Lemox in relation to the Affiliate’s activity, the Affiliate is obliged to immediately take measures to settle such requests or claims, as well as to immediately notify thereof Lemox in writing.

5.14. The Affiliate, when acting on the basis of the Agreement, undertakes to render to the potential Investors full and true information on their status.

5.15. Lemox is entitled:

5.15.1. to reject potential Affiliate and/or to refuse to enter into the Agreement with potential Affiliate without disclosing reasons for such decision to potential Affiliate;

5.15.2. to unilaterally decide on the time term of the reviewing the application of the potential Affiliate and its acceptance or dismissal;

5.15.3. not to establish business relations with the potential Investors introduced by the Affiliate without disclosing the reason for such decision to the Affiliate and not paying remuneration for their introduction;

5.15.3. to request the Affiliate, and the Affiliate is obliged to timely provide complete and true information on the circumstances and details of potential Investors introduction and Lemox promotions activities;

5.15.4. to audit the Affiliate’s website or app at any time in order to check whether the website or app is in alignment with this Agreement. If established by Lemox that the website or the app does not comply with this Agreement, Lemox is entitled to request the Affiliate to remedy such non-compliance in a timely manner. If requested changes and/or removals are not implemented by the Affiliate in due term, specified by Lemox, Lemox reserves rights immediately and unilaterally to terminate the Agreement and not to pay any outstanding commissions;

5.15.5. to pause an Affiliate’ collaboration for any period of time with 24-hours’ notice. A pause is not equivalent to a termination and can be ended by a separate notice of Lemox to the Affiliate;

5.15.6. to assign any rights or obligations under this Agreement to a third party by giving 30 (thirty) days written notice to the Affiliate in advance.

5.16. Lemox may, but is not obliged, to provide the Affiliate advertising material, such as text links, banners, custom landing pages or templates, and individual advertising codes.

5.17. The Affiliate must reimburse Lemox any losses, including indirect damages and unearned profit, incurred in connection with a breach of this Agreement and Affiliate’s obligations arising thereof.

5.18. The Affiliate must reimburse Lemox for any losses caused due to any attempt to manipulate, falsify and/or otherwise change Affiliate’s remuneration in any way (e.g. through automatically generated clicks as well as registrations initiated by coercion or deception), which is prohibited and automatically leads to the immediate termination of the Agreement and Lemox reserves rights not to pay any outstanding commissions. Manipulation is considered to be any attempt to circumvent the systems and the accounting principle of the affiliate marketing software by technical or other means. In the case of a deliberate attempt by an Affiliate to influence in particular the statistics and thus the amounts to be paid out to Affiliate through corresponding manipulation attempts, a contractual penalty of EUR 3,000.00 plus VAT will also be due for each identified attempt.

6. Information Processing Order

6.1. The Parties undertake to keep confidential information they have received from each other during the performance of the Agreement and to provide it to the authorised representatives only in the cases which are specified in the effective laws of the Federal Republic of Germany or the Affiliate’s country of residence.

6.2. During the performance of the Agreement Lemox and the Affiliate are independent personal data controllers in accordance with the laws of the European Union.

6.3. The Affiliate is informed that its personal data processed in the performance of the Agreement will be processed for the following purposes, including, but not limited to:

6.3.1. conclusion and execution of this Agreement, and when the data processing is necessary for the performance of this Agreement;

6.3.2. fulfillment of accounting obligations, and when data processing is necessary for compliance with a legal obligation to which Lemox is a subject;

6.3.3. as far as it is necessary for the fulfillment of the Agreement and the interests of Lemox, the Affiliate’s personal data may be transferred to the following data recipient, but not limited to:

6.3.3.1. Lemox and Lemox group companies, their administration, accounting department, IT department, marketing and other departments;

6.3.3.2. third parties that provide various services including but not limited to IT services, survey and communication services, accounting services, legal services.

6.4. Affiliate’s personal data are processed and stored at least until the termination of the Agreement. Some personal data can be retained for the following purposes and periods:

6.4.1. up to 10 (ten) years from the termination of this Agreement for storing this Agreement and accounting documents in accordance with the applicable law;

6.4.2. Affiliate’s personal data that are not necessary for any data processing purposes after the termination of the Agreement, shall be deleted within 30 (thirty) days from the Agreement termination date.

6.5. The Affiliate has the following rights in regard to data protection:

6.5.1. to request access to and rectification or erasure of personal data or restriction of processing concerning the Affiliate or to object to processing as well as the right to data portability;

6.5.2. to withdraw consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal;

6.5.3. to lodge a complaint with a supervisory authority;

6.5.4. in cases where the data processing is required by the applicable law or is necessary for the fulfilment of the Agreement, the Affiliate is obligated to provide the necessary personal data. Should the Affiliate refuse to provide the requested personal data, Lemox will not be able to fulfil the obligations and rights arising out of the applicable law or this Agreement;

6.5.5. to approach Lemox at any time regarding personal data processing issues.

6.6. The Affiliate undertakes to inform its employees / representatives / third parties involved in the performance of the Agreement about their data processing according to the information above, if applicable.

7. Payment Procedures

7.1. The Affiliate carries out any activities for the fulfillment of this Agreement at their own expense.

7.2. Lemox pays Affiliates remuneration for the promotion activities and attraction of potential Investors to Lemox Platform, provided in Clause 2.1. hereof.

7.3. Amount, conditions, and payment terms of the Affiliate’s remuneration are provided through a third party affiliate network and form an integral part of the Agreement. Offer of payment terms is provided by Lemox on the individual basis for each Affiliate separately.

7.4. The remuneration calculation, processing, and payment terms in addition to this Agreement are regulated by a third party affiliate network and their terms of use, which form an integral part of the Agreement.

7.5. The Affiliate receives performance-based remuneration, if demonstrated through Lemox’s unique tracking link that the Affiliate directly generated the payable action on Lemox or third party affiliate network through proper marketing material. Third party affiliate network and statistics are the basis for the calculation.

7.6. Only actions with proper advertising materials on allowed and approved channels are eligible for remuneration. All other actions will not be compensated by Lemox. Also, actions originating from Lemox unilaterally specified non-targeted/restricted markets will not be compensated by Lemox.

7.7. The campaign performance statistics are available to the Affiliate via a third party affiliate network.

7.8 The remuneration processing and payments are handled by a third party affiliate network or the service providers engaged.

7.9. The Affiliate is not entitled to demand advance payments from Lemox or any additional remuneration other than provided hereof.

7.10. When paying out remuneration, Lemox and/or a third party affiliate network may withhold all respective taxes and duties applicable in the territory of the Federal Republic of Germany and/or of that particular third party affiliate network . The Affiliate is responsible for the payment of taxes and duties and other mandatory payments in their country of registration/residence.

7.11. Lemox is entitled without a prior notice to unilaterally amend any payment terms by posting amended payment terms on a respective third party affiliate network. The Affiliate undertakes to independently monitor such amendments and comply with them.

7.12. Lemox reserves the right, at its sole discretion and without any prior notice, to reject and not pay for any tracked commissions that do not comply with these General Terms and Conditions of Lemox Affiliate Program. Such grounds for rejection include, but are not limited to commissions generated from: (i) the use of incorrect or unauthorised links; (ii) misleading or deceptive communication practices; (iii) unapproved content; (iv) codes not explicitly assigned to the Affiliate by Lemox; (v) expired or cancelled, if any, promotions or bonus campaigns; (vi) promotions or bonus campaigns not explicitly approved by Lemox; and/ or (vii) events when an Investor accesses Lemox website through an Affiliate's unique tracking link but enters or applies a valid referral code during the registration process; in such instances, the Affiliate shall not be eligible to receive any commission or remuneration for that Investor.

8. Mutual Communication of the Parties

8.1. Parties agree that for the purposes of mutual communication of the Parties under the Agreement they will use the following contact information:

8.1.1. For Affiliate: email and residence/registered address of the Affiliate provided in Affiliate application via a third party affiliate network or submitted directly to Lemox;

8.1.2. For Lemox: email: marketing@lemox.net; address: Opernplatz 14, Frankfurt am Main, 60313, Germany.

8.2. In case of any changes in the contact information of the Parties specified in Clause 8.1 hereof, the Parties undertake to immediately inform each other not later than within 3 (three) business days to the other Party in writing and to submit the latest contact details.

9. Force majeure

9.1. The Parties shall not be held responsible for failure to fulfil their respective obligations if the non-fulfillment has occurred due to reasons that are independent of the Parties’ will and have resulted from force majeure circumstances. A Party may make a reference to force majeure circumstances only and solely in case if it has taken all steps that depend on it to fulfil the obligations prescribed in the Agreement. Once the force majeure circumstances have been prevented, the Party must immediately resume the performance of its duties. The Parties shall consider such circumstances as force majeure circumstances, which the Parties could not have predicted or affected, including:

9.1.1. extraordinary and unavoidable circumstances, including but not limited to natural disasters, fire, flood, an earthquake, warfare, terror acts, riots and strikes;

9.1.2. the delay to fulfil obligations (moratorium) established by a statutory act binding for Lemox;

9.1.3. technical failures, delays, malfunctions, failure of computers and/or communications systems, and/or hardware, and/or software; power supply malfunctions or other critical infrastructure malfunctions at Lemox, which Lemox could not have predicted or affected;

9.1.4. decisions and/or activities of local and/or foreign public authorities, and/or international organisations;

9.1.5. entry into force and/or amendments, and/or suspension of a statutory act binding for Lemox affecting the fulfilment of obligations under the present Agreement;

9.1.6. other circumstances, which the Parties could not have prevented or predicted.

10. Other Provisions

10.1. All correspondence and other documents in respect of the entering into and performance of this Agreement or otherwise related to this Agreement, including any appendix, if any, are confidential if they are not published on Lemox’s website.

10.2. The Affiliate has the right to terminate the Agreement unilaterally, by notifying Lemox in writing 10 (ten) days before the expected date of termination of the Agreement. Lemox has the right to terminate the Agreement unilaterally, without prior notice, at any time. Termination of the Agreement releases Lemox from its obligation to pay out the remuneration for the Investors introduced by the Affiliate after the Agreement termination date.

10.3. If the Affiliate has violated any of the provisions and obligations hereof, in addition to the Clause 5.17. hereof, Lemox is entitled to immediately unilaterally terminate the Agreement, by notifying the Affiliate about the fact of termination taking place immediately at Lemox’s sole discretion. In this case Lemox is not liable for payment of the remuneration to the Affiliate for Investors already attracted.

10.4. Upon termination of the Agreement the Affiliate’s link to Lemox Affiliate program is deleted and the Affiliate shall cease immediately to advertise Lemox or to use any advertising material received from or related to Lemox. The Affiliate must on the termination date of this Agreement, return or destroy free of charge all documents and information received from Lemox during the term of the cooperation.

10.5. When applying to become a Lemox Affiliate and consenting to the General Terms and Conditions of Lemox Affiliate Program according to Clause 4.1. hereof, the Affiliate approves their authorisation to enter into the Agreement and that such authorisations are not restricted by law, any agreement, or court judgement. If the Affiliate's representative who entered into the Agreement was not authorised to sign it, the Affiliate and their representative are jointly and severally liable to compensate Lemox for any losses incurred by Lemox due to such unauthorised activities.

10.6. The Agreement enters into force on the date when the Affiliate requests participation in the Affiliates program or accepts an invitation from Lemox to participate in the Affiliates program and/or upon Affiliate producing any material about Lemox and/or its services and/or products, and is valid until complete fulfilment of obligations of the Parties.

10.7.These General Terms and Conditions of Lemox Affiliate Program may be amended or supplemented unilaterally by Lemox by posting the amended terms and conditions via third party affiliate network and/or on Lemox’s webpage at www.lemox.net. Amendments shall enter into force as of the moment when the new version of the General Terms and Conditions of Lemox Affiliate Program is published via third party affiliate network and/or on Lemox’s webpage at www.lemox.net. If the Affiliate does not agree to the amendments, it may terminate the Agreement in accordance with Clause 10.2. hereof.

10.8. The rights and obligations of the Parties, and the meaning of terms and definitions used herein are specified by the laws of the Federal Republic of Germany (provisions of the substantive law). The Agreement is subject to the laws of the Federal Republic of Germany without regard to its conflict with laws of other jurisdictions.

10.9. If any provision of the Agreement becomes invalid, it does not affect the validity of other provisions hereof.

10.10. The Parties settle any dispute and disagreement relating to the Agreement by means of negotiations. If the Parties fail to reach an agreement, the dispute shall be referred to a court of general jurisdiction of the Federal Republic of Germany. The dispute is resolved in accordance with the laws of the Federal Republic of Germany without regard to its conflict with laws of other jurisdictions.