General Business Conditions

Our business conditions at a glance.

GENERAL BUSINESS CONDITIONS
In case of doubt or antinomy concerning the German or the English version of these General Business Conditions, the German version will be decisive.

I. Scope
Any Advertising Contract shall exclusively be governed by these General Business Conditions. The Contractor's Price List, which shall be deemed to form an essential part of the contract, shall apply. The Advertising Contract may include additional special agreements. The application of General Business Conditions of the Client or other advertisers is excluded in all cases including those where they were forwarded to the Contractor.

II. Definitions
(1) "Client" as contracting entrepreneur in the sense of these General Business Conditions means any natural or legal person or any partnership having legal capacity with which business is made and which is contracting within its exertion of a commercial or self-employed occupation. In particular the term also includes advertising agencies.

(2) "Contractor" means the provider of advertising space for the purpose of online advertising as indicated in the Advertising Contract form. In case of booking any medium of Axel Springer AG or its subsidiaries or of Deutsche Telekom AG or its subsidiaries, InteractiveMedia will accept the order on, respectively, their behalf and will handle it in accordance with these General Business Conditions. Any contracting partner other than InteractiveMedia will be shown in the acknowledged Advertising Contract form.

(3) "Advertising Contract" in the sense of these General Business Conditions means the contract for setting up and publishing one or more Advertising Material(s) using the media, information or communication services, especially the World Wide Web, for the purpose of circulation.

(4) "Advertising Material" in the sense of these General Business Conditions may consist e.g. of one or more of the following elements:
- a picture and/or text, sound material and/or moving pictures (e.g. banners),
- a sensitive button which will, when being clicked, via an online-address provided by the Client connect to further data, which are located in the Client's domain (e.g. links). Advertising Material which pursuant to its presentation cannot be identified as such will be clearly marked as advertisement.

(5) "Beginning of Campaign" means the date of the first set-up in the booked advertising space.

III. Conclusion of Contract
(1) Orders may only be placed in writing. The contract is concluded with the Contractor's acknowledgement of the Advertising Contract signed by the Client.

(2) In case any space is booked on an advertising medium of Axel Springer AG, Axel Springer Platz 1, 20350 Hamburg, Germany, or its subsidiaries, or Deutsche Telekom AG, T-Online-Allee 1, 64295 Darmstadt, Germany, or its subsidiaries, the contract shall be deemed to be made directly between the relevant party and the Client. In case any space is booked on any other advertising medium, the contracting parties shall be the Client and InteractiveMedia CCSP GmbH, T-Online-Allee 1, 64295 Darmstadt, Germany.

(3) In case the Advertising Contract shall be concluded between the Contractor and an advertising agency, the latter is obliged to provide the Contractor prior to the conclusion of the contract with evidence that it is exercising a recognised business by means of an extract from the commercial register.

IV. Object of the Contract
Object of the contract is the setting-up and transmission of Advertising Material in the advertising space designated by the Contractor according to the Advertising Contract form. The Advertising Contract form may provide additional conditions of contract.

V. Rights and Obligations of the Client
(1) The Client is obliged to deliver the Advertising Material to be set-up as indicated in the Advertising Contract form. The Client is responsible for any negative consequences arising from his non-compliance with the guidelines indicated therein.

(2) In case an external ad-server is utilized, the provisions of the separate ad-server agreement to be concluded with the Contractor shall also apply.

(3) The Client shall bear the exclusive responsibility for the legality of the contents provided and of the contents linked to. The Client is obliged to design its Advertising Material in a way that it does not offend any laws, official directives or public morals. Further requirements may be contained in the acknowledged Advertising Contract.

a) The Client, in particular, will not deliver, offer, link to or advertise contents which violate the provisions of the German criminal code, the German laws for the protection of the youth or
aa) which show children or adolescents in unnatural postures of a sexual character; this applies also to virtual depiction, or
bb) which are pornographic and show violence, sexual abuse of children or adolescents or sexual activity between humans and animals; this applies also to virtual depictions, or
cc) which are entered in parts B and D of the list pursuant to section 18 of the German Act on the Protection of Youth (JuSchG) or are totally or essentially of the same content as one of the publications entered in said list (absolute prohibition pursuant to section 4 para. 1 of the German Federal States' Contract on the Protection of Youth in Media (JMStV)).

b) Furthermore, if the Client delivers, provides, makes available or advertises contents
aa) which are in any other way pornographic, or
bb) which are entered in parts A and C of the list pursuant to section 18 JuSchG or are entirely or essentially of the same content as one of the publications entered in said list, or
cc) which are obviously likely to heavily endanger the development of children or adolescents or their education to become self-responsible and community-capable persons with regard to the particular impact of the medium of circulation, (relative prohibition pursuant to section 4 para. 2 JMStV ) the Client shall ensure that they are only made available to adults (closed group of users). These requirements are at present considered to be fulfilled only by those contents which are made available only to a closed group of users or being linked to from such closed group of users. The making available of such contents in other domains requires an additional written agreement between the parties, for the conclusion of which the Client will approach the Contractor without any request from the Contractor to this effect being required.

c) Contents which are likely to heavily violate the development of children or adolescents or their education to become self-responsible and community-capable persons, and especially those which are pursuant to the JuSchG not suitable for children and adolescents of the relevant age or which are essentially of the same content as contents which are pursuant to the JuSchG not suitable for children and adolescents of the relevant age (relative prohibition pursuant to section 4 para. 2 JMStV) will only be provided by the Client if it makes the participation of children and adolescents of the respective age impossible or substantially more difficult by technical means. The provision of such contents shall be notified in advance to the Contractor and shall only be deemed acceptable if the Contractor does not object within 10 working days.

d) The Client shall mark the contents provided by him and the contents linked to him as required under section 12 JMStV and shall comply with the requirements for advertising provided in section 6 JMStV.

e) The Client shall programme the contents provided by him and the contents linked to him according to an established suitable programme for children as required under section 11 para. 1 JMStV. The parties hereto agree that these requirements are for the time being generally accepted as fulfilled by the "ICRA Standard" only.

(4) The Client is obliged to deliver digitally transmitted files free of any viruses or any other destructive sources. For this purpose, it is particularly obliged to use customary anti-virus programmes which meet state-of-the-art requirements. In case destructive sources are found on transmitted files the Contractor will not use these files and will delete same, if necessary for the avoidance or limitation of damage, without the Client being entitled to claim any compensation. The Contractor shall be entitled to compensation from the Client for any damages caused by such infected destructive sources contained in files provided by the Client.

(5) The Client shall forthwith check the set-up Advertising Material upon the Beginning of Campaign and, in case of any defect, forthwith reprimand same in written form (e.g. via email). In case of insufficient reproduction of the Advertising Material, the Client may demand subsequent improvement or the setting-up of a faultless replacement advertisement provided it makes it forthwith available to the Contractor.

(6) The Client bears the burden of proof for every pre-condition of claim, in particular for the defect itself, for the time the defect has been noticed and for the timely reprimanding of the defect.

(7) The Client warrants to the Contractor that it is the unrestricted owner of all the rights to all contents, which rights the Contractor shall hold pursuant to this agreement. The Client grants the Contractor, in order to use the advertising in online media of all kinds, including the World Wide Web/Internet, all relevant rights of use and other rights, in particular the right for duplication, circulation, transmission, downloading from databanks or securing data within databanks with regard to the time and contents required for the implementation of the contract. Same rights are transferred, in all cases, without any regional limitation and entitle the Contractor to a set-up by all known technical methods and all known forms of online media. This includes the right to advertise, i.e. the right to use the Advertising Material free of charge for printing, circulating and/or other forms of reproducing parts of the Advertising Material for the purpose of house advertising, e. g. in the scope of a reference archive or for presentations.

(8) Furthermore, the Client authorizes the Contractor to forward adequate Advertising Material for the purpose of market research to established market research enterprises. Any objection by the Client thereto shall be notified to the Contractor in writing at the conclusion of contract.

(9) Within the scope of the Advertising Contract, the Client shall hold the Contractor free from all claims of third parties arising from the violation of legal directives, in particular with respect to the published Advertising Material. Furthermore, the Contractor shall be held free from all costs arising from an adequate legal defence. The Client is obliged to support the Contractor in good faith with information and documents in case of legal defence against third parties. Assertion of further claims is reserved.

(10) In case of booking a targeting-campaign the Client is not allowed to identify the internet-user with the booked criteria. The Client is also not allowed to store this criteria, use it for own or external objects or pass this criteria to third parties.
A targeting-campaign is a target-oriented campaign to be delivered according to certain criteria e.g. postcode, bandwidth, behaviour.

VI. Rights & Obligations of the Contractor
(1) The Contractor shall set-up and broadcast in the advertising space any legal Advertising Material as forwarded to the Contractor pursuant to the guidelines, as provided in the Advertising Contract acknowledged by the Client and/or in additional agreements. The Contractor may edit the Advertising Material if necessary.

(2) The Contractor reserves the right to refuse Advertising Contracts - including single Advertising Material within the scope of an advertising campaign - because of its content, origin or technical reasons, in particular if this Advertising Material does not correspond to the guidelines of these General Business Conditions and the acknowledged Advertising Contract form or any additional agreement and/or if the publication of same is an exacting demand to the Contractor. The same applies if the content of the Advertising Contract/Advertising Material has been rejected by the German Advertising Council ("Deutscher Werberat") in a proceeding of complaint. The refusal of the contract shall be notified to the Client. If in such case the Client makes available to the Contractor forthwith a replacement advertisement which is demonstrably legal, the same shall be set-up. The Client may not claim further compensation.

(3) The Contractor reserves the right to delete or block any defective or, in particular also, illegal contents which have already been published. The Client is obliged, within the scope of the necessary and reasonable technical means, to block the access to those contents which have been rejected by the Contractor as being defective and, in particular also, unlawful. This shall apply in particular if the Contractor itself is unable to effect such blocking. In case the Client forwards demonstrably legal and error-free contents as replacement advertisement, or, in case it had been linked to the rejected contents on the pages of other advertising media, it proves that it no longer links to such defective or unlawful contents, the Contractor shall set-up the replacement contents in the advertising space or terminate the blocking, as applicable.

(4) The guidelines pursuant to section V and section VI shall apply also in case of any later alteration by the Client of the contents of the Advertising Material or in case of any later change of any data referred to by a link, if the Advertising Material subsequently fulfils the conditions allowing its rejection, blocking or deletion pursuant to section VI para. (2) and para. (3).

(5) The legitimacy of the Advertising Material shall, as a general matter, be judged by application of German law. In case clues may be derived from the content (in particular due to its language) or from the area for which the content is contractually intended (in particular if designated for foreign countries) that the content may be also subject to any foreign law, the content shall also comply with the requirements of such foreign law.

(6) The Contractor shall allow the Client to access the data of the campaign within the scope of the technical means for the entire duration of the campaign.

(7) Unless otherwise agreed in the acknowledged Advertising Contract, the Contractor shall set-up the Advertising Material in the advertising space during the time booked and/or until the booked media performance is fulfilled.
In case of insufficient supply the Contractor - as far as possible and adequate - shall effect additional supply pursuant to the advert impressions agreed upon with the Client. In this case the Advertising Material shall remain online. Unless otherwise agreed in writing, additional supply shall be provided immediately after termination of the Advertising Contract.
In case the media performance counted by the Client deviates from the one counted by the Contractor, the result counted by the Contractor shall prevail.

VII. Price List & Conditions of Payment
(1) Unless otherwise agreed in the acknowledged Advertising Contract, the Client shall pay for each Advertising Contract the price shown in the Price List at the time of the conclusion of the contract. The prices listed in the Price List are subject to change.

(2) Any discounts are subject to the applicable Price List. Advertising agencies and other advertising agents are obliged to adhere to the Price List of the Contractor when making offers, contracting or balancing with their clients. The acknowledged Advertising Contract may contain additional agreements.

(3) In case the Price List or any additional agreement provides for discount after a particular media performance is obtained, such discount shall be granted for the whole year retroactively.

(4) In case an Advertising Contract cannot be fulfilled due to circumstances the Contractor may not be held liable for, the Client shall repay the balance between the discount already granted and the discount according to the actual performance, regardless of any further legal duties.

(5) In case any instalments repaid by the Client cannot be assigned to a particular invoice, the payment shall be credited to the least recent unpaid invoice forwarded to the Client.

(6) Advertising Contracts are charged at the Beginning of Campaign and are due in net terms upon receipt of the invoice. In case of an advance payment of the total amount before Beginning of Campaign, the Contractor grants 2% cash discount unless any invoice is overdue.

VIII. Default in Payment and Set off
(1) Default interest is charged at a rate of 8% plus the actual base rate of Deutsche Bundesbank. However, the Contractor reserves the right to charge a higher interest rate.

(2) In case of default in payment the Contractor reserves the right to postpone the further performance of the actual Advertising Contract until payment has been effected.

(3) The Contractor reserves the right to refuse the fulfilment of the Contract, if it becomes obvious after conclusion of Contract that the Contractor's claim for payment is imperilled by the Client's lack of financial capacity unless payment has already been effected or security for payment has been provided for.

(4) The Client is only entitled to a set off if its counterclaim is either accepted by the Contractor or ascertained by final legal judgement.

IX. Warranty of the Contractor
(1) The Contractor warrants best possible reproduction of the Advertising Material by using customary technical means.

(2) In case of an insufficient reproduction of the Advertising Material, the Client may demand subsequent improvement or the setting-up of a faultless replacement advertisement, but only to the extent the purpose of the Advertising Material has actually been affected. In case of failure or inadequacy of the replacement advertisement, the Client may reduce payment, demand compensation for any immediate damage or rescind the contract. Faults of a minor character do not entitle to rescission.

(3) In case any defects of Advertising Material are not evident to the Contractor, the Client is not entitled to any claims if the setting-up has been insufficient. The same applies to defects in Advertising Material which is repeatedly set-up, if the Client does not notify the defect to the Contractor prior to the following set-up. Obvious defects may be notified by the Client only within a period of 3 working days after the first set-up (e.g. via email) failing which the assertion of warranty claims is excluded. In case of any later reclamation, the Contractor shall not be liable for any damages resulting from this delay. The Client bears the burden of proof for every pre-condition of claim, in particular for the defect itself, for the time the defect has been noticed and for the timely reprimanding of the defect.

(4) In case the implementation of the Advertising Contract as a whole fails due to reasons for which the Contractor may not be held responsible (due to software or other technical reasons), in particular due to computer breakdown, force majeure, strike, legal provisions, interferences within the domain of third parties (e.g. other providers), network operators or other suppliers or due to similar reasons, the implementation of the Advertising Contract shall be made up at a later time, if possible. In case the Advertising Contract is implemented within an adequate and for the Client reasonable period after the defect was remedied, the Contractor's claim for payment remains fully valid. In case the accomplishment cannot be made up within the period allotted, the Client may rescind the contract or claim compensation for the immediate damage.

(5) The Contractor shall not be bound by any guarantee obligation in the legal sense of the word.

X. Liability
(1) The liability of the Contractor / the contracting partner for damaging events caused in the communication procedure provided by the telecommunication provider, or within communication devices of the telecommunication provider, is limited to the liability of the telecommunication provider, itself liable to the Contractor, pursuant to the provisions of the German Act on Telecommunication (Telekommunikationsgesetz) or the Regulation for the Protection of Telecommunication Customers ("Telekommunikations-Kundenschutzverordnung") in its latest version.

(2) In case of a negligent breach of duty by a legal representative, an employee or assistant, the liability of the Contractor shall be limited to the typically predictable immediate damages.

(3) The foregoing limitations of liability do not apply in cases of deliberate acts or gross negligence, in cases of breach of cardinal obligations and in cases of damages caused to someone's body or health by the Contractor.

XI. Maturity & Termination
(1) This contract expires with end of the booked advertising campaign without further notice of cancellation.

(2) Any right of extraordinary termination due to important reasons after previous notification remains unaffected.

(3) Any notice of termination of the contract shall be given in writing.

XII. Miscellaneous
(1) Any alterations to these General Business Conditions shall be notified to the Client in writing and shall be shown under www.interactivemedia.net. They shall be deemed approved by the Client unless the Client objects in writing within 1 month after such notice having been given.

(2) In case of cross-media deals, the General Business Conditions of the printed advertising media apply to those parts which are advertising in print and shall then be forwarded to the Client.

(3) Advertising Contracts are subject to the legal provisions for data protection as they are from time to time applying.

(4) Press releases concerning the advertising contract as well as the cooperation between Contractor and Client in general have to be agreed by the Contractor before the announcement.

(5) The Client may transfer the rights and obligations under this contract to a third party only with the Contractor's prior explicit consent which shall not be unreasonably withheld.

(6) Corporate group clause
The Contractor is entitled to transfer the rights and duties arising from this contract as a whole (transfer of contract) or individually to any company affiliated with the Contractor within the meaning of Section 15 et seq. of the German Stock Corporation Act (AktG). Already at this time, the Client consents to a corresponding statement by a company affiliated with the Contractor.

(7) Confidentiality
a) During the term of the Advertising Contract and for three years afterwards, the Contractor and the Client (together the "Parties to the Contract") agree to keep confidential all documents, information, and data to which they obtain access due to the cooperation or that come to their knowledge that are designated or labelled by the disclosing Party to the Contract orally or in writing as "confidential" or are assumed to be confidential (hereinafter: "Confidential Information"). This also applies to the Advertising Contract form, but not to these General Business Conditions. The Parties to the Contract agree to protect the Confidential Information of the other Party to the Contract in the same way as their own confidential information, but at least with the due diligence of a responsible business person. The time limitation on the confidentiality obligation does not apply insofar as person-related data are involved.
b) The foregoing confidentiality obligation also applies in favour of and against Interactive Media CCSP GmbH.

(8) Should any provision under these General Business Conditions or under the Advertising Contract with the Client prove to be invalid, the same shall not affect the validity of the other provisions thereof. Any wholly or partly ineffective provision shall be substituted by another provision which will serve the economic purpose of the ineffective one and the intentions of the parties in the best possible way.

(9) Place of performance is Darmstadt, Germany.

(10) If the Client is a commercial individual or entity, a legal person of public law or a public sector utility fund or if it does not have a common legal venue, the legal venue shall be Darmstadt. German law governs.

June 2006