General Terms and Conditions

Section 1 Scope and contracting parties

1.1 These General Terms and Conditions ("T&C") apply to the use of the mobile application "Sally" (the "app" or "service") provided by Sacred Valley Tech UG (haftungsbeschränkt), Im Mediapark 5, 50670 Köln, Germany (the "provider", "we" or "us"). The managing directors with power of representation are Paolo Coda Rivera and Luca Elias Urlacher. The company is registered in the commercial register of the Local Court (Amtsgericht) of Cologne under HRB 126700. VAT identification number pursuant to Section 27a UStG: DE462139943. Contact: hello@sacredvalleytech.com.

1.2 These T&C apply exclusively to consumers within the meaning of Section 13 BGB, i.e. natural persons who use the app for purposes that can predominantly be attributed neither to their commercial nor to their self-employed professional activity.

1.3 By registering for the app and confirming these T&C, the user agrees to the following conditions. Deviating conditions of the user are not recognised.

1.4 The T&C distinguish two contractual levels: (a) the contractual relationship between the user and the provider (use of the app, subscription, Swap Credits) and (b) the transfer of clothing items taking place directly between users. The provider is not a party to the agreements concluded under (b) (cf. Section 9).

1.5 The separate privacy policy and the "Pool Rules" (quality and hygiene standards, prohibited items) are available via the app and supplement these T&C.

1.6 These T&C govern exclusively the use of the app by consumers. Services of the provider for fashion brands (in particular the digital product passport and related services) are not the subject of these T&C and are subject to separate contracts.

Section 2 Description of services

2.1 Sally is an AI-supported, shared wardrobe. Users photograph their own clothing item; the artificial intelligence integrated in the app ("Sally") analyses the image, recognises the clothing item and automatically pre-fills the associated listing (e.g. category, size, material, condition). Sally is an AI in training and may make mistakes. The pre-filled details are therefore a non-binding suggestion which the user must check for accuracy and confirm themselves before publication (Section 7.3).

2.2 The core function is the shared pool: users place their own clothing items into the pool, and other users withdraw clothing items from the pool. A direct "one-for-one" exchange between two users is not required. Control takes place via Swap Credits (Section 5).

2.3 At the time the contract is concluded, the service includes in particular the following functions:

• AI-supported photo scan and automatic pre-fill of the listing
• Listing one's own clothing items in the shared pool (earning Swap Credits)
• Withdrawing clothing items from the pool (spending Swap Credits)
• Personal clothing profile and history

2.4 The clothing items are handed over in person on site between the users involved (Section 8). Shipping (e.g. via a shipping service provider) is currently not activated and is to be added at a later time; until then, the shipping provisions in Section 8.5 do not apply.

2.5 Access to the pool and withdrawal function requires a paid subscription (Section 4). The app can be used in a limited free view; listing in and withdrawing from the pool is reserved for paying subscribers.

2.6 The AI's analysis and pre-fill results are not legally binding and serve as guidance. The details confirmed by the user are decisive (Section 7.3).

2.7 The provider makes the app available as a digital service and provides no guarantee of uninterrupted, error-free or complete availability.

2.8 Further functions (in particular selling, repairing, donating, upcycling and recycling) are under development and will be added successively. They will be governed by supplementary conditions upon activation. In particular, the "selling" function changes the legal relationship between users and may trigger additional obligations of the provider.

2.9 The subscription provides access to the app and to the AI and intermediation functions. The provider does not guarantee any particular stock or the availability of specific clothing items in the pool — in particular in the immediate vicinity.

2.10 AI transparency: The user interacts with an AI system in the app. The AI "Sally" analyses photos, pre-fills listings and gives recommendations. Content created or pre-filled by the AI is labelled in the app as AI-generated. These notices serve to fulfil the transparency obligations under Art. 50 of Regulation (EU) 2024/1689 (AI Regulation).

Section 3 Registration and user account

3.1 Use requires registration with truthful and complete information (in particular a valid email address and password). Registration is permitted only to persons of legal age (18 years and over).

3.2 The user must keep their access data confidential and protect it from access by third parties. In the event of suspected misuse, the provider must be informed without delay.

3.3 Only one user account is permitted per person. Passing on the account to third parties is prohibited.

3.4 The provider is entitled to suspend or delete accounts with false or incomplete information.

Section 4 Conclusion of contract, subscription and prices

4.1 The usage contract for the app is concluded through successful registration and confirmation of these T&C. The subscription contract, which opens access to the pool and withdrawal function, is concluded through the express booking of the tariff and the confirmation of the chargeable order.

4.2 The subscription costs EUR 29.90 per year. All prices stated in the app and on the website are final prices and include statutory VAT. The respective current tariffs, prices and features are published in the app and on the website.

4.3 The subscription is initially concluded for one year. After the end of the first year, it does not renew for a further year but continues for an indefinite period and can then be terminated at any time with a notice period of no more than one month (cf. Section 309 No. 9 BGB).

4.4 Billing takes place in advance at the beginning of each billing period via the payment method chosen by the user, where applicable via the respective app store operator (Apple App Store or Google Play Store).

4.5 Insofar as payment is made via an app store operator, its terms of use apply in addition; in the case of payment disputes via the app store, the respective operator is the point of contact.

4.6 In addition to the subscription, the user can purchase additional Swap Credits (Section 5). The purchase of Credits is a separate, chargeable transaction.

4.7 The provider may offer a free trial phase (currently: first month free, including 2 Swap Credits to start). After the end of the trial phase, the subscription converts into the paid annual subscription (EUR 29.90) unless the user terminates beforehand. The transition, the subsequent price and the start of the payment obligation are clearly pointed out before the trial phase begins; the chargeable order is placed via a correspondingly labelled button (Section 312j BGB).

4.8 Price changes: Notwithstanding Section 18.3, the following applies to adjustments of the subscription prices: The provider may adjust the prices for future billing periods. A price change is communicated to the user in text form at least six weeks before it takes effect and applies at the earliest for the billing period following the notice. The user may terminate the subscription until the change takes effect. If they do not terminate, the price change is deemed accepted; this is pointed out separately in the notice.

Section 5 Swap Credits

5.1 Swap Credits ("Credits") are an internal balance that cannot be paid out in money and can be used exclusively within the app to withdraw clothing items from the pool. Credits are not legal tender and not an e-money claim against third parties. The subscription and the purchase of Credits are consideration for the membership and the intermediation and AI service of the provider, not a purchase price for a clothing item. No purchase price is paid between users for the clothing item itself.

5.2 The user receives one Credit when they have successfully transferred their own clothing item to another user ("earned Credits"). One Credit is spent for the withdrawal of a clothing item from the pool. This means no direct exchange between two users is required. Section 5.9 governs when a transfer is deemed successful.

5.3 If the user wishes to withdraw more clothing items than they list, they can purchase additional Credits at a price of EUR 1.00 per Credit ("purchased Credits"). A purchased Credit entitles the user to withdraw one clothing item.

5.4 Credits are non-transferable to other users and non-tradable.

5.5 Credits do not expire.

5.6 Refund upon contract end: Upon termination or closure of the account, the provider refunds the monetary value of unused purchased Credits (EUR 1.00 per Credit). Earned and gifted Credits are not refunded in money but remain usable until termination. When spending Credits, gifted Credits are used up first, then earned, and lastly purchased Credits; this preserves refundable purchased Credits for as long as possible.

5.7 If the provider discontinues the service (Section 15.5), unused purchased Credits are refunded on a pro-rata basis.

5.8 The provider may grant Credits free of charge (e.g. starter Credits during the trial phase, promotional Credits). Such gifted Credits are treated like earned Credits and are not refunded in money.

5.9 Successful transfer: A transfer is deemed successful as soon as the receiving user confirms receipt of the clothing item in the app. If they do not confirm receipt and do not object within three days of the agreed handover, receipt is deemed confirmed. Upon confirmation, the Credit is credited to the giving user and the Credit spent by the receiving user is finally used up. Statutory rights of the receiving user against the giving user (Section 9) remain unaffected.

Section 6 Right of withdrawal

6.1 Consumers are generally entitled to a right of withdrawal pursuant to Sections 355 et seq. BGB upon conclusion of a contract for digital content or services (subscription, purchase of Credits).

6.2 Premature expiry: For digital services and content, the right of withdrawal expires prematurely if the provider has begun performance and you have expressly consented to the provider beginning before the end of the withdrawal period, and you have confirmed your awareness that you lose your right of withdrawal upon the start of performance. This applies in particular as soon as a purchased Credit has been used to withdraw an item.

6.3 Electronic withdrawal function: The provider provides a permanently available, prominently placed and easily accessible electronic withdrawal function via which the user can withdraw from the contract directly during the withdrawal period (Section 356a BGB). After the withdrawal has been submitted, the provider confirms its receipt on a durable medium.

Section 7 Shared pool and listing conditions

7.1 The user may only list clothing items which they lawfully own and may freely dispose of, which are clean and in the described condition, which are described truthfully and specifically, and which are not on the list of prohibited items (Pool Rules, Section 10.2).

7.2 Any defects, stains or damage must be stated specifically and concretely. A blanket note (e.g. "may have defects") is not sufficient.

7.3 AI pre-fill and confirmation by the user: Sally pre-fills all details including condition and any defects. Since Sally is an AI in training and may make mistakes, the user is obliged to check, correct and expressly confirm all pre-filled details — in particular regarding condition and defects — before publication. The listing is published only after this confirmation. By confirming, the user adopts the details as their own; they are deemed the user's own statements, and responsibility for their accuracy lies with the user.

7.4 The provider does not check every clothing item in advance. The provider may reject listings, remove clothing items or restrict listings, in particular in the case of violations of these T&C or the Pool Rules.

7.5 What happens to clothing items that are not withdrawn is governed by the Pool Rules.

7.6 The operational details (in particular credit handling, handover process, confirmation of the transfer, condition and hygiene standards as well as prohibited items) are governed by the separately available, regularly updated Pool Rules. Amendments to the Pool Rules that materially affect users' rights and obligations are made in accordance with the procedure in Section 18.

Section 8 Handover and personal meetings

8.1 The clothing items are handed over in person on site between the giving and the receiving user. The provider is neither present nor a party at these meetings.

8.2 Scheduling: Users can post their own availabilities (e.g. time windows), and the receiving user can propose a suitable time. Sally merely forwards this information between the users; a direct chat between users is not provided. Sally does not itself determine the place or time of the handover and does not guarantee the handover; the users agree on place and time on their own responsibility.

8.3 The user is responsible for their own safety when meeting other users. We recommend carrying out meetings in public places.

8.4 To the extent legally permissible, the provider is not liable for losses, damage or impairments arising from the communication, from forwarded information (e.g. availabilities), from the interaction or the meeting between users — including events before, during or after a handover. The mandatory exceptions under Section 16.3 remain unaffected.

8.5 Shipping (not yet active): As soon as the provider offers a shipping option, separate provisions on shipping costs, passing of risk and risk of loss apply in addition. Until activation, only the in-person handover takes place.

Section 9 Legal relationship for the transfer of clothing items

9.1 The provider is solely an intermediary that operates the pool and brings users together. It does not buy, sell or own clothing items, acquires no ownership of them and is not a party to the transfer taking place between users.

9.2 Since no direct consideration is exchanged between the giving and the receiving user (the Credits govern solely the relationship with the provider), the transfer is legally classified as a gratuitous transfer (gift, Schenkung, Section 516 BGB) between the users.

9.3 Consequence for liability for defects: In the case of a gift, the giving user is in principle liable under Section 524 BGB only for fraudulently concealed defects. No liability of the giving user beyond this exists between the users; in any event, the provider is not liable for the condition, quality, lawfulness or description of a clothing item.

9.4 In the alternative — should the transfer be assessed as an onerous transaction — the following applies: The transfer takes place between private individuals (consumers) "as described". The condition and defect description checked and confirmed by the giving user (Section 7.3) is the agreed quality between the users within the meaning of Section 434 BGB. Liability for defects between the users going beyond this agreed quality is — to the extent legally permissible between private individuals — excluded; liability for fraudulently concealed defects (Section 444 BGB) and expressly warranted characteristics remains unaffected.

Section 10 User obligations and prohibited content

10.1 The user uses the app exclusively for private, non-commercial purposes.

10.2 Prohibited is in particular the listing or offering of:

• stolen clothing or clothing not belonging to the user
• counterfeit branded goods (counterfeits)
• defective or health-endangering items
• content that violates applicable law (e.g. unlawful, insulting or discriminatory content)
• advertising, spam or commercial offers

10.3 Distinction private/commercial: Frequent listing and withdrawal to refresh one's own wardrobe — even on a larger scale — is private use and does not make the user an entrepreneur. If the activity objectively goes beyond private action (systematic and permanent), the provider may reclassify the account, require the fulfilment of entrepreneurial obligations or close the account.

10.4 The user must not use techniques that impair the operation of the app, in particular automated access (bots, scrapers) or malware.

10.5 In the event of violations, the provider is entitled to temporarily suspend or permanently delete the account and to claim damages; the complaint and appeal procedure under Section 13 remains unaffected.

Section 11 Rights of use, intellectual property and AI training

11.1 The provider grants the user a non-exclusive, non-transferable, revocable right to private use of the app for the duration of the contractual relationship.

11.2 All rights to the app, the underlying algorithm/model, the design and the trademarks remain with the provider or the respective rights holders. Reverse engineering, decompilation or the circumvention of technical protection measures are prohibited.

11.3 By uploading photos and content, the user grants the provider a simple (non-exclusive), royalty-free, geographically unrestricted right to use this content for the purpose of providing, operating, analysing and further developing the service — including the training and improvement of the provider's AI models. The right of use relating to the listing and the pool ends with the deletion of the content or the termination of the account. For training, the provider uses exclusively anonymised images: without recognisable persons, without metadata (e.g. location/EXIF) and without any link to the user account. Training takes place only on the basis of a separate, granular consent (opt-in/opt-out), which does not require the use of the app's core functions.

11.4 Limit of deletion: Deleting a photo removes it from the listing and the pool. Insofar as a model has already been trained with a photo, the training contribution cannot be technically reversed; the already trained model remains in existence. Since only anonymised, non-personal images are used for training (Section 11.3), this does not affect any of the user's personal data; the right to erasure (Art. 17 GDPR) with respect to the underlying personal source data remains unaffected.

11.5 Any use of the content for the provider's advertising or marketing purposes, or any disclosure or sub-licensing to third parties for such purposes, takes place only on the basis of a separate consent of the user that can be revoked at any time.

Section 12 Data protection

12.1 The processing of personal data takes place in accordance with the GDPR, the BDSG and the other applicable provisions. Details are governed by the separate privacy policy.

12.2 Uploaded photos are processed (a) to provide the service (AI analysis, listing, pool) and (b) to train and improve the provider's AI models. Processing for (b) takes place exclusively on the basis of anonymised images without any personal reference and only with the separate consent of the user (opt-in/opt-out).

12.3 If persons may be recognisable in the photos (e.g. the user themselves), the possible processing of special categories of personal data (Art. 9 GDPR) must be taken into account; the details are governed by the privacy policy.

12.4 Disclosure to third parties takes place only insofar as this is necessary to perform the contract or the user has consented.

12.5 For hyperlocal matching, the provider processes location information of the user (e.g. approximate location or postal code area) in order to display nearby clothing items and to enable handovers in the vicinity. Details, accuracy and legal basis are governed by the privacy policy.

Section 13 Notices, complaints and transparency (Digital Services Act)

13.1 If the provider removes content, restricts a listing or suspends or closes an account due to unlawful content or a violation of these T&C, the affected user may challenge the decision within six months of notification via an internal complaint procedure. The provider communicates the reasons for its decision and handles complaints promptly, carefully and without discrimination.

13.2 Reporting unlawful content: Any person can report allegedly unlawful content to the provider with sufficient reasoning via the reporting function provided in the app or by email to hello@sacredvalleytech.com (Art. 16 DSA). The provider confirms receipt of the report, examines it carefully and non-arbitrarily, and communicates the decision taken.

13.3 Transparency of recommendations: Which clothing items are suggested to a user depends essentially on the user's condition, material, size, preferences and location. The provider explains the main parameters of the suggestions in the app.

Section 14 Environmental claims

14.1 Sally displays an estimated CO₂ saving for exchange transactions. The calculation is based on the EU PEFCR method for clothing, taking into account a displacement rate (WRAP 2025), and relies on average and literature values. These are estimates and not a guarantee of a specific result.

14.2 The provider does not claim that the transfer is "climate-neutral", offsets emissions or goes beyond the stated estimates.

14.3 The provider uses promotional environmental claims (e.g. "second life", "sustainable") only insofar as they are accurate, clear and substantiated; vague or unsubstantiated environmental claims are avoided. The underlying methodology is made publicly available.

14.4 These statements are intended to comply with the requirements of the EU Directive empowering consumers for the green transition (EmpCo, Directive (EU) 2024/825, applicable from 27 September 2026).

Section 15 Term and termination

15.1 The free usage contract is concluded for an indefinite period and can be terminated at any time by deleting the account.

15.2 The paid subscription can be terminated via the respective platform (App Store / Play Store) or directly in the app. Within the first year, it ends at the end of the annual term, provided notice is given at least 24 hours before the renewal date; after the first year, it can be terminated at any time with a notice period of no more than one month.

15.3 Insofar as the subscription is concluded directly with the provider (not via an app store operator), the provider provides an easily accessible cancellation button ("Kündigungsbutton") pursuant to Section 312k BGB.

15.4 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the case of repeated and serious violations of these T&C.

15.5 The provider may discontinue the service with a notice period of at least four weeks. Already paid, unused subscription portions as well as unused purchased Credits (Section 5.7) are refunded on a pro-rata basis.

15.6 After termination, the user data is deleted in accordance with the privacy policy, unless statutory retention obligations exist; for the limit regarding AI training, see Section 11.4.

Section 16 Liability

16.1 The provider is liable without limitation for damage arising from injury to life, body or health as well as for damage based on intent or gross negligence.

16.2 In the case of slightly negligent breach of essential contractual obligations (cardinal obligations), liability is limited to the foreseeable damage typical for the contract. For slightly negligent breach of other obligations, liability is excluded.

16.3 The above limitations do not apply insofar as mandatory law (in particular the Product Liability Act) prescribes more extensive liability, nor in the case of fraud or warranted characteristics.

16.4 The provider is not liable for the content of user listings, for the execution of the transfer taking place between users, or for damage caused by the conduct of other users.

16.5 The AI's results (recognition, pre-fill, any estimates) do not replace professional advice. Liability for economic disadvantages arising from following such results is excluded only within the scope and limits of Sections 16.1 to 16.3; the mandatory exceptions therein remain unaffected.

Section 17 Warranty and updates

17.1 The statutory warranty rights pursuant to Sections 327 et seq. BGB apply to the digital service. The provider keeps the service in a contractually compliant condition during the contract term.

17.2 During the period relevant under Section 327f BGB, the provider provides the necessary updates (including security updates) and informs about their availability.

17.3 Defects must be reported to the provider via hello@sacredvalleytech.com; the provider remedies them within a reasonable period.

Section 18 Amendments to these T&C

18.1 The provider may amend these T&C with effect for the future insofar as this is necessary for objective reasons (e.g. changed legal situation, new functions, technical developments).

18.2 Amendments are communicated to the user at least six weeks before they take effect in text form (e.g. by email) or as an in-app notification, with express reference to the significance of the period and the right of termination.

18.3 In the case of material amendments in favour of the provider (in particular regarding the nature and scope of the service as well as term and termination), the provider obtains the user's express consent. Other amendments are deemed approved if the user does not object within four weeks and was informed of this consequence. Section 4.8 applies to price changes.

18.4 If the user objects in good time, both parties have a right to extraordinary termination.

Section 19 Final provisions

19.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). If the user is a consumer with residence in another EU member state, mandatory consumer protection provisions of their state of residence remain unaffected.

19.2 The place of jurisdiction for users without a general place of jurisdiction in Germany or with a subsequent residence abroad is the registered office of the provider.

19.3 The provider is neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.

19.4 These T&C are provided in a German and an English version. The German version is authoritative; the English version is provided for information and ease of understanding only. In the event of any discrepancy or question of interpretation between the two versions, the German version prevails. Mandatory rights to which the user is entitled as a consumer under the law of their country of residence remain unaffected.

19.5 Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected; the statutory provision takes the place of invalid provisions.

Annex: Model withdrawal form

(If you wish to withdraw from the contract, please complete this form and send it back.)

I/we (*) hereby withdraw from the contract concluded by me/us (*) for the subscription / the purchase of Swap Credits (*)

Ordered on (*): _______________________________

Name of consumer(s): _______________________________

Address of consumer(s): _______________________________

Signature (only for notification on paper): _______________________________

Date: _______________________________

(*) Delete as applicable.