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for the IT services and online products of IT2media GmbH & Co. KG

1. Scope of application of these Terms and Conditions
a. These general terms and conditions (referred to in the following as "General Terms and Conditions Online") apply to all IT services and online products provided by IT2media GmbH & Co KG, Pretzfelder Str. 15, D-9042 Nuremberg (referred to in the following as "IT2media") for remuneration.
b. In all contractual relationships in which IT2media renders services for other companies, or for legal entities under public law (referred to in the following as "the Customer"), all services and supplies are subject to the following General Terms and Conditions Online.
c. Alterations and revisions to these conditions can be made at any time. The contractual partner shall be notified in writing in advance of such alterations being made with the appropriate prior notice. The latter is entitled to object to the alteration. The alterations are deemed to have been accepted if the contractual partner does not make an objection within a period of two weeks. In such an event, IT2media will specifically draw the contractual partner's attention to the alterations.
 
2. Definitions
Contract The legal contract between the Customer and IT2media comes into effect when the contract is signed, the offer is accepted, the software is installed or the online presence is put into place according to German law. The contract also consists of appendices, in particular the IT2media price list.
Customer and End Customer The Customer is understood to be the purchaser of the licence; the End Customer is understood to be the customer of the purchaser who wishes to advertise in online media. Partners, subsidiaries, holdings and third-party clients who themselves offer online services require their own licence.
Content and information Content and information refers to all audio, video, multimedia, data, programs, texts, visuals, documents and other materials displayed or uploaded in conjunction with the use of the IT2media product.In spite of exercising great care, IT2media cannot accept responsibility for the accuracy of the content or information made available for upload.
Service / duration of service The service is the support provided by IT2media to the Customer as part of a contractually defined relationship. Duration of service refers to the period for which a Customer has ordered and is required to pay for services provided by IT2media. The service / duration of service form part of the offer made to the Customer.
Granting of usage rights IT2media does not sell software but grants the Customer the right to use the services and online products provided as defined in Section 5 of these General Terms and Conditions Online. This applies to one application for one company, named as the Customer in the relevant contract. Usage rights granted do not include third parties and cannot be transferred to them. This includes associated companies of the Customer, especially holding companies
 

3. Contract conclusion and periods of notice
a. In case of doubt, the offer or order confirmation issued by IT2media defines the content of the contract.
b. A time limit can be imposed on the party required to render services within which the services must be rendered; the minimum period to be granted in this event shall be 10 working days, within which period the service must be provided.All offers issued by IT2media are subject to confirmation.
Any kind of agreement made by IT2media which constitutes obligations on
the part of IT2media going beyond what is set down in the General Terms and
Conditions Online requires explicit and written confirmation by IT2media.

4. Dates and deadlines
a. Dates and deadlines set by IT2media are normally estimated unless the agreements made by the parties show that the dates have been fixed as binding.
b. If IT2media is waiting for a contribution or information input on the part of the Customer or is prevented from rendering services due to force majeure, e.g. war, riots, natural disaster or similar events such as strike, lockout, action by authorities or other event for which IT2media is not responsible, the agreed deadlines are extended accordingly. In such an event IT2media will inform the Customer of the hindrance and immediately set a new date when the hindrance no longer applies.

5. Usage
Usage rights By granting a user license, IT2media gives the Customer the exclusive, non-transferable, revocable right, limited in time and content to the duration of business relations to use the services and online products, especially copies of programs with a defined release status, subject to the conditions and purposes described in the offer or contract.Any other utilisation is excluded. In this context IT2media vouches that it is the rights owner or licensee for all the programs offered which are supplied by thirdparties and that all usage rights have been granted to it for the required third-party products vis-à-vis the Customer.
Limitations to use As the user of the licence(s), the Customer is expressly prohibited from:

li> selling, leasing, hiring, giving away, transferring it or passing on the software supplied in some other way without written permission;
• decompiling, manipulating, modifying or changing the software supplied in any other way;
• in the case of services being provided, making changes to content of IT2media are also expressly prohibited.

Misuse In conjunction with IT2media products, the Customer undertakes the
following:

• not to distribute any viruses, Trojan horses, worms, time bombs or comparable software which significantly disrupts,damagesor expropriates the data, information or property of others in such data or information, or to use software with the aim of secretly intercepting such data or information.
• not to reveal, compile or collect in any way information relating to a third party without the express permission of this third party
• not to send out any junk e-mails, spam, surveys, competitions, pyramid games, chain letters or other unsolicited e-mails or mass mailings
• not to breach any laws, regulations or provisions (in particular laws relating to unfair competition, prevention of anti-discrimination and copyright).

Infringements against this section (Section5) entitle IT2media to immediately terminate these General Terms and Conditions Online as set out in Section 13. Any losses thereby incurred will be redressed by the imposition of the double licence fee as a contractual penalty; other verifiable losses remain unaffected and shall be claimed separately.
In addition to this, the Customer exempts IT2media from any liability and damage claims by third parties and from all costs incurred to the third party arising from breaches of the law in this connection.
 
6. Obligations and involvement of the Customer
a. The Customer must keep any access data provided by IT2media (including IDs, personal code words, access codes etc.) safe from access by unauthorised third parties. The Customer is not permitted to make the access data and/or the services based on this access available to third parties for the purpose of usage without the prior written agreement of IT2media.
b. The Customer is obliged to make use of the services and programs made available by IT2media in accordance with the legally valid provisions such as official regulations and with written agreements entered into with IT2media.
 
7. Remuneration, payment, rights of retention
a. Remuneration is based on the currently valid IT2media price list, insofar as no other contractual agreement is reached. The price list is subject to alteration.
b. Value added tax is added to all prices unless the sale is exempt from value added tax. IT2media is entitled to invoice partially delivered services. Payments are to be made as per the due payment date shown on the invoice/invoice for partial delivery. No discount is granted. From 30 days after the due date has passed, IT2media is entitled to charge interest at the current valid default interest rate.
c. Invoices are generally issued after the services have been rendered by IT2media. Accounts are settled once a month. Any exceptions must be agreed to separately in writing. IT2media can require advance payments to be made if the period of work and services exceeds one month. The amount of the advance payment is based on the degree of completion.
d. In the case of invoicing on a time and material basis, the usual evidence of activity reports shall be submitted by IT2media. Travel periods, travel expenses and accommodation costs are charged depending on the workplace of the IT2media staff member.
f. Any increases in the cost of licences and maintenance services made and charged by third parties in conjunction with the provision of services between IT2media and the Customer will be passed onto the Customer by IT2media without change.
 
8. Customer-specific changes and adaptations
a. During the term of contract and the associated use of IT2media software, the Customer can suggest changes and adaptations at any time in writing.
b. IT2media will respond in writing to written requests submitted by the Customer by compiling a statement regarding feasible changes and by making a relevant offer.
c. Upon acceptance of the offer as described in Section 8b by the Customer, an amended contract comes into force between the Customer and IT2media. The remuneration in this case is based on the IT2media price list currently valid at this time.
 
9. Rights
a. IT2media is the sole proprietor and owner of the service, software, all graphics, logos, brands and names used by IT2media in conjunction with the products.
b. In providing the service, IT2media is also the proprietor of all immaterial rights, in particular copyright, relating to the results such as concepts, planning documents, specifications, developments, documentation, studies, inventions, user or maintenance handbooks and any other written materials.
c. The Customer is permitted to make suggestions for improving the services to IT2media. However, the Customer confirms and recognises that all rights associated with the improvements/changes arising from these suggestions pass into ownership of IT2media and that IT2media is not subject to any obligation to compensate the Customer for these suggestions.
d. If the Customer acquires copyright to the results based on his involvement, he transfers the sole and unlimited right, in terms of place, time and content, to process, re-use or market these results in any conceivable manner to IT2media.
e. If the results are capable of being copyrighted, IT2media is entitled to register the relevant copyright at its own discretion and under its own name in any countries of its choice, to maintain such copyright or to withdraw it.
f. After full payment the Customer has the simple right to use the results; this right is limited in time to the duration of the contractual period and limited in content to the Customer's purposes to the projected extent, insofar as no other agreement has been made.
 
10. Approvals
a. If an order placed by the Customer consists of several independently usable, individual items, each individual item is to be approved separately and promptly by the Customer.
b. If market products are referred to as basis or tool for the realisation of an order, functional limitations or errors deriving from these products do not constitute a reason to refuse approval.
c. The Customer's concepts and system specifications require written approval by IT2media.IT2media concepts and system specifications must be approved by the Customer prior to realisation. A written order based on the content of this material is equivalent to approval free of defects and errors.
d. The Customer shall inspect the result within 10 working days and report any potential defects in writing or else state approval in writing. The service is deemed to have been approved if the Customer does not report defects or does not state approval before this deadline. Insignificant defects do not entitle the Customer to refuse approval.
e. Defect complaints based on market products, insofar as their elimination is required for IT2media to be able to render its services, shall be reported by IT2media to the supplier for elimination.
 
11. Warranty and error
a. Errors reported by the Customer will be eliminated in collaboration with the Customer. If it transpires that error elimination is not possible, IT2media will offer an alternative solution.

b. If IT2media does not fulfil its obligation to eliminate the defect within a reasonable period of time, the Customer can demand a substitute for the expenses incurred, a reduction of the remuneration or compensation instead of the service up to the amount of the order value in question or else withdrawal from the contract insofar as there is no doubt as to the existence of the defect which makes use of the software is impossible.
c. If the Customer refuses to allow the defects at issue to be verified, IT2media is released from its warranty obligation. If notified defects cannot be detected after joint verification, the complaint shall be deemed to have been eliminated.
d. Warranty is excluded in the case of defective or negligent treatment on the part of the Customer or his vicarious agents/representatives after handover to the Customer, failure by any of the said parties to adhere to instructions provided by IT2media or due to other external factors outside the field of responsibility of IT2media.
e. If the Customer or third parties make alterations to the programs or systems which were not agreed on, no warranty applies to these alterations or to the consequences arising from them.IT2media does not guarantee certain attributes.
 
12. Liability
a. Damage claims, on whatever legal basis, are excluded within the limits of the law insofar as IT2media is not guilty of intent or gross negligence or is not guilty of ordinary negligence where obligations are neglected which enable the contract to be properly fulfilled in the first place (so-called cardinal obligations). In the latter case, liability is limited to typical, predictable losses.
b. For any injury to life, body or health caused by IT2media, the latter is liable without restriction. Liability for losses incurred in spite of the acceptance of a guarantee of the nature of the item and liability according to German product liability law (Produkthaftungsgesetz) remains unaffected.

13. Termination
a. In the case of the infringement of the usage agreements (seeSection5 of these General Terms and Conditions Online), IT2media has an immediate right of termination.The Customer shall cease use of the application immediately and becomes liable for losses incurred.
b. The normal term of notice is one invoicing cycle, therefore one month in advance in the case of monthly invoicing; the same applies to other cycles.
 
14. Confidentiality and data protection
a. The contractual parties will treat in confidence any company and business secrets of the other contractual party which become known to them as part of business relations; this also applies after business relations have been terminated.
b. The Customer may only make contractual items accessible to staff and third parties insofar as this is required to exercise the usage of these items as authorised; otherwise the Customer is to keep all contractual items secret. All individuals granted access to contractual items shall be informed of the rights of IT2media to the contractual items and of the obligation to maintain secrecy.
c. IT2media and those charged with contract fulfilment shall adhere to the provisions of the Federal Data Protection Act (Bundesdatenschutzgesetz) when using personal details which become known through business relations with the contractual partner.
 
15. Place of jurisdiction, applicable law
For businesspeople according to the Commercial Code (Handelsgesetzbuch) or legal entities of public law, Nuremberg is agreed on as the place of jurisdiction. For the existing legal relationship and all legal relationships arising in connection with it, the law of the Federal Republic of Germany shall apply solely to the exclusion of German international private law and CISG.
 

Last revised: 01.01.2009