General Terms and Conditions of Indigo Pearl GmbH & Co. KG Hamburg

A. Scope

1. These General Terms and Conditions are made part of all our proposals and agreements and govern all the current and future business relations with our customers.
2. Any deviations from the General Terms and Conditions are herewith not accepted and are expressly opposed to.

B. Obligations of the Customer

1. Based on the requirements of the Agent to complete the order, the Customer shall provide approvals (releases), information and documentation in due time and detail, so as not to impair the workflow and thus the Agent be forced to cover additional costs and quality risks arising from subsequent processing.
2. The Customer shall pay the Agent the respective remuneration agreed upon for each order. In the event that the Agent commissions or appoints a third party in accordance with Section D of the General Terms and Conditions, the Agent will additionally be entitled to charge a 15 % flat rate for handling and financing costs incurred on top of the cost of the subcontracted services.

C. Payment

1. Invoices submitted by the Agent are payable 14 days after receipt at the latest, without any deduction.
2. All invoices are subject to the respective legally applicable value-added tax (VAT).
3. The Agent is entitled to request an advance payment in order to cover its expenses.

D. Contract Award to a Third Party

1. The Agent may appoint or commission a third party in its own name and account only with the prior consent of the Customer. Such consent, if granted, is binding and irrevocable.
2. Appointments of third parties, which appointments do not exceed the net amount of EUR 1,000.00, shall not require the prior consent of the Customer.

E. Transfer of Title

1. To the extent works produced pursuant to the contract give rise and are subject to any copyrights, related rights in accordance with the German Copyright Act, personal rights, competitive ancillary rights or other rights which could hinder the use of the works, the Customer shall acquire as exclusive rights, all licences, approvals or other exploitation powers required for the provided advertising work under the contract, as soon as payment for the works has been effected in full. The above rights shall be granted within Germany, Austria, and Switzerland for the period of the existing contractual relations between the parties.
2. Any unavoidable exceeding of the circulation area (e.g. the sale abroad of German newspapers/magazines of minor importance) shall be covered by the granting of legal rights in accordance with Paragraph 1.
3. The Agent shall guarantee, subject to the following paragraph, that the works produced or created in accordance with the contract or for which the Agent had commissioned a third party, are not subject to any copyrights, related rights, personal rights, competitive ancillary rights or any other rights of a third party.
4. The Agent will meet its legal procurement obligation in accordance with Paragraphs 1 and 3 by procuring the express written grant of the rights of all contractual parties, who by themselves might be entitled to any copyrights, related rights, personal rights, competitive ancillary rights or any other rights arising, and who at the Customer's request could prove a complete ownership chain. The Agent shall not be liable beyond this. Moreover, the Agent excludes in particular all liability for forgery risks or risks regarding a confirmed written grant being subsequently rendered obsolete due to new agreements entered into by such grantor.

F. Liability

1. The Agent will carry out the work assigned to it with technical and business diligence to the best of its knowledge and belief and in compliance with the generally accepted principles of advertising.
2. With regard to the legal applicability or permissibility of advertising and publicity created and developed by the Agent, the Agent will be liable only for damage caused intentionally or by gross negligence. Apart from this, all other legal risks will be borne by the Customer. Notwithstanding the aforementioned, the Agent will point out to the Customer any legal reservations or opinions the Agent may hold. The Agent shall present all drafts prior to release for publication, in order to enable the Customer to obtain a comprehensive legal examination of the advertisement.
3. The Agent shall not be liable in respect of the communication of product specifications which have been provided and notified to it by the Customer. Furthermore, the Agent will not be held liable for the patent, copyright, and trademark protection registrability of the works produced under the contract.
4. In the event that the Agent provides works due under the scope of the contract via electronic data transmission, and if these are infected with a computer virus, the Agent's liability for any data loss will be limited to standard restoration costs, which would have arisen with the usual and precautionary making of back-up copies, unless the Customer can prove that such data loss would also have occurred had such protection of data duly taken place. Apart from the above, the Agent shall only be liable to examine and inspect the data carriers for viruses with the current version of the following computer antivirus program, prior to delivering them to the Customer: 
   
   - Kaspersky Antivirus
5. In the event the Agent is liable for any duplication of electronic data carriers which have been created by it, its liability shall be limited in accordance with Paragraph 4. However, should the Agent's obligation be limited to the duplication of data carriers released by the Customer, then the Agent is not obliged to perform an antivirus check, and any liability for ensuring virus-free duplication is excluded.
6. With regard to all cases of contractual and non-contractual liabilities, the Agent will pay damages or compensation for expenses thereby suffered only under the following conditions and to the following extent:
   
   a) The full amount in cases of liability for damage caused intentionally; only up to the value of the forseeable damage which should have been avoided by the breached obligation or guarantee in events of gross negligence or breach of the quality condition, for which the Agent had granted such a guarantee,
   
   b) in other cases: only due to violation of an essential obligation, where the purpose of the contract should be jeopardized thereby, however being always limited to EUR 25,000.00 in each event, and overall up to EUR 50,000.00 under the entire contract.

The limitation of liability will not apply to liability in respect of personal injury and to liability based on the Product Liability Act.

G. Confidentiality

1. The parties hereby agree to treat all business and trade secrets made known during the cooperation with the contractual partner in a confidential manner. The Agent will bind this confidentiality obligation to freelance workers and third parties, who are engaged in the performance of this contract, by asking them to execute Agreements containing a corresponding obligation.

H. Applicable Law and Jurisdiction

1. The Law of the Federal Republic of Germany will apply exclusively to all legal relations between the parties.
2. The place of jurisdiction and performance of all obligations for both parties is Hamburg.