General Terms and Conditions for all business with advertisers, advertising brokers and advertising agencies

Introduction

Interactive Performance Deutschland GmbH, Neumühlen 15, 22763 Hamburg (hereinafter the "Contractor") creates advertising campaigns on behalf of advertisers, advertising brokers or advertising agencies (hereinafter the "Client") and places them on websites as part of its marketing activities or promotes them via other advertising channels such as email, SMS, WhatsApp and so on. In doing so the Contractor acts on behalf of the Client (hereinafter individually a "Party" and jointly the "Parties"), in its own name and for its own account. The fulfilment of all orders placed by the Client and accepted by the Contractor is governed by the following terms and conditions ("GTC"). Deviating terms of the Client are invalid unless the Contractor has expressly and exclusively agreed to their application in writing in advance. The Contractor hereby expressly objects to any counter confirmation by the Client. These GTC apply to the entire contractual relationship, including any future contracts with the Client, without any need for renewed reference to these GTC.

References to sections (§§) without further specification refer to sections of these GTC.

§ 1 Conclusion of Contract

1.1. An order placed by the Client constitutes an offer to the Contractor to conclude a contract. Acceptance and the resulting contract (the "Advertising Contract") between the Parties comes into effect subsequently and exclusively upon transmission of a written order confirmation (the "Order Confirmation") by the Contractor. The Contractor is accordingly entitled to reject orders that have not yet been confirmed, without stating reasons.

1.2. The content and scope of the Advertising Contract between the Parties concerning the creation and/or placement of advertising media on websites and/or the provision of other advertising measures (hereinafter the "Campaign") result from the Order Confirmation issued by the Contractor and from these GTC, which apply in addition.

1.3. If the Client is an advertising agency or an advertising broker, the Contractor may at any time request evidence of its mandate from the actual advertiser.

1.4. The Contractor is entitled to make the placement or delivery of advertising media conditional on an advance payment and, where applicable, on the settlement of outstanding invoices.

1.5. Changes to existing orders issued verbally by the Client only take effect once they have been confirmed in writing by the Contractor and this confirmation has in turn been countersigned by the Client. Unless the Parties agree otherwise, the Contractor's price lists valid at the time the contract is concluded apply to all contracts between the Parties.

1.6. Unless otherwise agreed between the Contractor and the Client, ancillary agreements, amendments or supplements to an Advertising Contract concluded under these GTC require written form in order to be effective. This also applies to the written form requirement itself. Employees of Interactive Performance are not authorised to give verbal assurances.

§ 2 Obligations and Services of Interactive Performance

2.1. The Contractor owes the execution of the Campaign as agreed in the Advertising Contract. The Contractor does not guarantee any particular advertising success of the Campaign in the form of a particular number of unique users (individual users), visits (visits to a domain), page impressions (visual contacts per website), ad impressions (visual contact per advertising medium on the website), ad views (calls to the web page on which the relevant advertising medium is placed), ad clicks (clicks on the placed advertising medium), a particular ad click rate (ratio of ad views to ad clicks) or a particular number of leads (data records generated via the Campaign) and/or a particular number of concluded transactions. Any such figures, for example in the Order Confirmation, serve solely as a basis for calculating the remuneration under § 8 or for information purposes. They do not constitute binding or owed figures.

2.2. The Contractor will carry out the work assigned to it with professional and commercial care, to the best of its knowledge and in compliance with the generally recognised principles of the advertising industry. In particular, the Contractor will also endeavour to reproduce the advertising media in accordance with the customary technical standard.

2.3. However, errors in the reproduction of the advertising medium are not attributable to the Contractor where the error in reproduction is caused by:

• disruptions to third party communication networks, or
• faulty caching on third party proxy servers, or
• the use of software or hardware unsuitable for displaying the advertising medium on the web pages of the Client or of third parties.
• unauthorised modification of the advertising media by third parties on whose advertising space the advertising media were placed, as a result of which the agreed display is not achieved.
• unilateral modification of the advertising space by the third party advertising space provider through the addition of further advertising media which prevents the agreed display.

2.4. In cases of force majeure the Contractor is released from its obligation to perform. Force majeure covers all unforeseen events as well as events that cannot be averted by the Contractor. This includes in particular, but not exclusively, official measures, disruption and failure of third party communication networks and gateways including the operators of the media used by Interactive Performance (such as publishers), disruptions affecting line providers, faulty caching on third party proxy servers or the use of software or hardware unsuitable for displaying the advertising medium on the web pages of the advertiser or of third parties, other technical disruptions, even where these circumstances occur at subcontractors, sub suppliers or their subcontractors or at operators of sub node computers authorised by the provider, emergency measures (for example as part of virus protection) as well as lawful industrial action, including at third party operations.

2.5. Should errors arise in the execution of an order, the Client is not entitled to withhold payment for another order. Set off is only permissible where the Client's claim submitted for set off is undisputed or has been established with legal effect.

2.6. The Contractor is entitled to use third parties (vicarious agents) to fulfil the contract, for example with regard to the ad server used to deliver advertising media, and to provide them with the necessary data to the extent required.

2.7. The Contractor determines at its own free discretion on which websites the advertising media are placed. Unless otherwise agreed in writing in the Advertising Contract, the Client has no claim to have the advertising media placed on a particular website or at a particular position on a website. The Contractor will, however, give reasonable consideration to the Client's interests.

2.8. Unless otherwise agreed between the Parties, the Contractor will not book advertising space on websites whose subject matter consists exclusively or predominantly of the following material: sexually explicit or offensive content, depictions of violence, discriminatory statements or depictions relating to race, gender, religion, nationality, disability, sexual orientation or age, and radical political content.

2.9. For all advertising measures the Contractor owes only the proper dispatch of the advertising; it does not warrant receipt or retrieval by the recipient, that the recipient takes note of it, or any advertising success.

§ 3 Obligations and Services of the Client

3.1. The Client must ensure that the information, data, files and other material required to perform the Advertising Contract are transmitted to the Contractor in good time, in full, free of errors and in accordance with the contractual agreements, and that they are suitable for the agreed purposes, in particular for the respective on screen display in the relevant environment and in the booked format and size.

3.2. Where the advertising media are provided by the Client, they must comply with the Contractor's specifications, available at: www.interactiveperformance.de/public/banner_specs.pdf. The respective target addresses of the links (URL on the internet) must also be stated.

3.3. Where advertising media are provided by the Client, the relevant materials must be received by the Contractor in the required form no later than three working days before placement. Material in rich media format must be received by Interactive Performance in the required form no later than five working days before placement. Delivery may be made by email attachment to admanagement@interactiveperformance.de.

3.4. Where the advertising medium (advertising space with or without a link to the advertiser's offer) is created by the Contractor, the required materials and specifications must be transmitted no later than 10 working days before the planned placement. The Client then ensures that during these 10 working days before the planned placement the contact person named by it in accordance with clause 6 below is available, in particular for the approval under § 4.

3.5. The Contractor assumes no responsibility for material supplied by the Client or by a third party. Furthermore, the Contractor is not obliged to store this material or to return it to the Client. Unless otherwise agreed, all rights to banners and animations designed by the Contractor remain with the Contractor.

3.6. In good time before the intended placement, and no later than 14 days before delivery of the advertising media, the Client must provide the following details using the order form available at www.interactiveperformacne.de/mediaordner: client and campaign name, booking period, website booked and placement on the website, the advertising format and a contact person with address details. The Client is obliged to notify the Contractor immediately of any changes to this data. If the Client fails to give notice or gives it at a later point in time, the Contractor cannot be held responsible for resulting errors, delays and/or undelivered transmissions.

3.7. Where advertising media are transmitted late, incompletely and/or not in accordance with the technical specification, the Contractor is entitled to fill the intended placements otherwise until transmission has been made in proper condition. The Contractor is entitled, but not obliged, to make up placements missed as a result of the delay. In this case the Client is obliged to pay the full placement price.

3.8. The Client must ensure sufficient technical availability of the target pages and data named by it to which the advertising media refer.

3.9. Should the Contractor and/or its vicarious agents face claims by a third party because of breaches of the preceding clauses by the Client and/or its vicarious agents and persons employed in performing its obligations, the Client will indemnify the Contractor and/or its vicarious agents against all such claims and will also bear the reasonable costs of legal defence. The assertion of any further claim for damages remains unaffected by this provision.

§ 4 Approval

4.1. The Client may also commission the Contractor to design an advertising medium. The Contractor is entitled to engage subcontractors for the design of these advertising media. For advertising media designed by the Contractor or by subcontractors, the Contractor is entitled, but not obliged, to edit the material subsequently and, where necessary or helpful for optimal implementation, to make changes and corrections to it, in particular to its dimensions.

4.2. In this case the Contractor will publish the advertising medium on a test page for acceptance by the Client and will notify the Client of this by email to the contact person named in the order form referred to in § 3 clause 6. Any defects must be notified by the Client within five (5) working days of receipt of this notification. If the Client raises no objections within this period, the advertising medium is deemed to have been accepted by implication. The Client bears the costs of changes requested after expiry of the aforementioned period. The Contractor creates the advertising medium solely on behalf of the Client. The Client is therefore obliged to have the legal admissibility of the advertising medium planned by the Contractor examined at its own expense by a qualified person of its choice. The Client is therefore solely responsible for ensuring that the advertising medium created and accepted by the Client does not infringe applicable law, in particular data protection or competition law provisions.

4.3. Should the Client transmit advertising media produced by it that cannot be processed by ad server systems or websites, the Contractor is entitled to make changes, in particular to technical specifications, programming and dimensions, so that processing can take place. Where such editing involves changes that are not visible in the appearance of the advertising media, no renewed approval by the Client is required. Only where the editing changes the actual appearance must renewed approval be obtained from the Client in accordance with clause 2 of this section.

4.4. The Client is obliged to review the placed advertising without delay after the first placement and to report any obvious errors within the first week of placement. The assertion of any warranty claims for obvious defects not reported in good time is excluded.

4.5. The Contractor gives no assurances regarding possible placements and/or the order of advertising placements and is entitled, at its reasonable discretion, to reject advertising placements for editorial or other reasons.

§ 5 Legal Responsibility

5.1. The Client is itself fully responsible for the advertising materials it supplies. This applies in particular also where advertising media are created by the Contractor on behalf of the Client and approved by the Client. The Contractor is under no obligation to review the advertising and advertising media and/or links contained in the advertising media together with the linked content. The Contractor is entitled to carry out such reviews at any time. These reviews do not release the Client from its responsibility for the advertising and advertising media and/or the links contained in the advertising media together with the linked content.

5.2. By providing advertising media or other materials, the Client warrants that, to the extent required to perform the contract, it may freely dispose of all rights to the advertising and the advertising media, in particular ancillary copyright, trade mark, copyright and/or personality rights, including and in particular for the granting of rights under § 6, and that no conflicting rights of third parties are impaired.

5.3. By transmitting or approving the advertising material the Client further warrants that the advertising content and the advertising media comply with all applicable statutory provisions, including copyright, trade mark, competition and criminal law, the BDSG (German Federal Data Protection Act), as well as the special provisions for certain professions (lawyers, doctors, pharmacists and so on) and product groups (medicinal products, remedies and so on) and do not infringe official orders. The Client is referred in particular (without claim to completeness) to: the prohibition of unfair and misleading advertising (Sections 3, 5 UWG), Section 1 (1) of the Price Indication Ordinance (PAngV), Section 5 of the Telemedia Act (TMG) as well as the relevant provisions of the Telecommunications Act (TKG), the Interstate Broadcasting Treaty, the Interstate Treaty on the Protection of Minors in the Media (JMStV), and the Ordinance on Consumer Information on Fuel Consumption and CO2 Emissions of New Passenger Cars (Pkw EnVKV). Advertising media may contain sexual content or premium rate service telephone numbers which incur increased call charges for the caller (in particular the dial in numbers 0190 and 0900) only where expressly agreed in writing with the Contractor. The Client must notify the Contractor without delay upon becoming aware of incorrect details and changes, or of advertising media that are otherwise questionable under this provision,

§ 5 clauses 2 and 3, and must arrange everything necessary for their correction.

5.4. The Client further ensures that it is entitled to use the links to other content integrated in its advertising and that these websites do not contain unlawful content.

5.5. The Client undertakes in particular not to send the Contractor any advertising that

• does not clearly reveal its advertising character (for example by being labelled as an advertisement or as advertising), or
• contains content glorifying violence or war, pornographic content, content inciting hatred or content degrading to human dignity, or
• symbols of unconstitutional organisations;
• or other unlawful content

or that refers by hyperlink to web pages with such content.

5.6. The Contractor is entitled to reject or withdraw advertising that infringes the above provisions and links leading to content that infringes applicable law, statutory and official prohibitions or public decency. No prior warning is required. The Contractor will inform the Client without delay of the measure taken. The Client remains obliged to pay the contractually agreed remuneration to the extent that it has been incurred, unless it proves that the Contractor withdrew the advertising without justification. Further claims by the Client for reimbursement or damages are excluded.

5.7. Should the Contractor or its vicarious agents face claims by a third party as a result of breaches by the Client of § 5 clauses 1 to 6, the Client will indemnify the Contractor and its vicarious agents against all such claims and will also bear the reasonable costs of legal defence. Claims for damages are reserved. The Contractor will inform the Client without delay if third parties assert such claims.

§ 6 Granting of Rights

6.1. Insofar as the Client provides the Contractor with advertising media or other materials, it grants the Contractor all rights required for the use and contractual placement of the advertising in accordance with the contract concluded between the Parties, in particular (list not exhaustive)

• the multimedia and online right as the right to digitise the advertising and/or the edited advertising, to store it on all media, to combine it within a multimedia production with other works, in particular other advertising, to make the product usable interactively by electronic means, to reproduce, distribute, rent out and/or lend the product on any data carriers (floppy disks, data, tapes, CD-Rom, CDI, MC, DAT, DCC, DVD, video cassettes or others), and in particular to make the product available for online use in such a way that members of the public or closed user groups obtain access at places and times of their choice;
• the database right as the right to record the advertising and/or the edited advertising in digitised form, in particular in electronic form, and to store, edit and provide it with retrieval software on all known storage media, alone or together with other elements, in particular works including other advertising, and to store it on any data carriers (see above), to reproduce, distribute, rent out or lend these data carriers in any form, and further to transmit the advertising or the edited advertising to third party computers by means of remote data transmission (downloading) and to permit printouts on paper or other reproductions by these users;
• the broadcasting right as the right to broadcast and distribute the advertising or the edited advertising by means of audio and/or television broadcasting including cable radio, cable and satellite broadcasting and similar transmission techniques, whether in digitised or analogue form and via public service as well as privately organised broadcasters, including subscription television and broadcast teletext, on demand services, pay TV, teleshopping channels and comparable techniques and forms of exploitation, and/or to communicate such broadcasts to the public; the advertising right as the right to promote the advertising or the edited advertising, within the scope of the powers granted by the preceding clauses, including free of charge by printing, broadcasting or otherwise reproducing short elements, or to use it to advertise its own business;
• the editing right as the right to redesign the advertising or the edited advertising and to edit it in any other way, in particular to shorten, continue and supplement it as well as to transfer it into other forms of presentation, in particular visual, textual or musical forms, to illustrate it and/or to set it to music;
• the right to grant any number of sub licences to the rights granted as required for the agreed advertising placement, and to transfer the rights granted to third parties.

6.2. For all advertising and advertising materials transmitted, the Client grants the Contractor the non exclusive, non transferable, sub licensable worldwide right to integrate, display and publish this advertising and these advertising media on the agreed websites and advertising spaces for the agreed campaign duration, and to make them available and transmit them to members of the public and closed user groups via fixed and mobile communication networks at places and times of their use, simultaneously or successively and also on demand, as well as to reproduce the advertising media for the above purposes. The above grant of use relates in particular also to copyright and ancillary copyright existing in the advertising material, the right to one's own image, and name, title, trade mark and other identifier rights. The Client hereby warrants that it is also entitled to do so.

§ 7 Remuneration Models

In principle a distinction is made between the following remuneration models, which may also be combined with one another:

Cost per Ad Impression (CPM) campaign:

Ad impressions are ordered and remunerated. CPM campaigns are booked and delivered by ad impressions with defined advertising formats in each case (for example banner, popup/popunder, button, skyscraper and so on). Billing of the campaigns and remuneration take place after the end of the specified campaign period, in accordance with the Order Confirmation and the agreed cost per thousand (CPM or TKP) per 1,000 ad impressions delivered.

Cost per Click (CPC) campaign:

Clicks are ordered and remunerated. CPC campaigns are commissioned with defined advertising formats in each case (for example banner, popup/popunder, button, skyscraper and so on). In CPC campaigns, clicks on the advertising media by the internet user (hereinafter the "User") activate redirects to preset target URLs (for example the advertiser's website or websites), thereby generating a click in each case. Billing of the campaigns and remuneration take place after the end of the specified campaign period, in accordance with the respective order and the agreed

price per click generated (CPC). Any ad impressions delivered for this purpose are not relevant for billing.

Cost per Lead (CPL) campaign:

Valid leads (data records) are ordered and remunerated. A "Lead" is generated when a User enters the requested data in full into a form (usually into input fields) in the advertising medium (for example registration popup, popunder, landing pages or websites) and consents to the transmission of their data. A valid lead eligible for remuneration exists only where it has been entered by the User personally into the input form in the advertising medium. An invalid lead is, for example but not exclusively, the entry of user data by third parties or by third party software whose function is to enter user data into input forms automatically. Billing of the campaigns and remuneration take place after the end of the respective specified campaign periods or once the lead volume ordered by the Client and confirmed by the Contractor has been reached, on the basis of the agreed cost per lead (CPL). Any ad impressions or clicks delivered for this purpose are not relevant for billing.

Cost per Order (CPO) = remuneration per order/sale:

Orders achieved are ordered and remunerated. In CPO campaigns Users are prompted via the advertising medium to place an order or make a purchase. Only fully completed orders are remunerated, meaning where the purchase is confirmed by the advertiser/Client as complete and not revoked by the registered User. Any ad impressions or clicks delivered for this purpose are not relevant for billing.

§ 8 Billing

8.1. Depending on the agreement, the Client pays a previously agreed fixed price for the advertising measure or a price based on the remuneration models under § 7.

Unless otherwise agreed in the Order Confirmation, billing takes place monthly. After the end of the billing month the Contractor provides the Client by email with statistics (hereinafter the "Report") on advertising performance, giving information on the number of ad impressions, clicks and/or leads achieved for the month to be billed. Where remuneration on a CPO basis has been agreed, the Client is obliged to transmit to the Contractor, no later than the sixth (6th) working day of the following month, a complete statement of the sales achieved in the billing month and relevant to the billing of the CPO campaign. The Client undertakes to keep complete and correct records of the sales relevant to CPO billing within the period in which the Campaign takes place, and to retain these for a period of at least 2 years after the end of the Campaign. If the Client is an advertising broker or an advertising agency, it will impose compliance with the aforementioned obligations on the

advertiser. During this period (Campaign plus 2 years) the Contractor has the right to have these records audited once by an independent auditor for consistency with the statements. The Contractor bears the costs of this, unless the audit reveals that the statements issued show discrepancies to the Contractor's disadvantage amounting to more than 1% of the fee owed for the campaign period. In this case the Client bears the costs.

8.2. For the creation of the advertising medium by the Contractor, the Client pays separate remuneration based on time and effort, in accordance with the current price list or as agreed.

8.3. Invoicing takes place upon receipt of the booking, at the start of the Campaign or monthly on the basis of the advertising placed, depending on the agreement. All prices are exclusive of 19% VAT. The Contractor is entitled to issue interim invoices for placements running over longer periods.

8.4. The Contractor is entitled to require advance payment or a down payment in individual cases. In this case the Client's advertising measure will only start once payment has been received by the Contractor.

8.5. The delivery of the advertising and the tracking of the advertising media delivered take place exclusively via the ad server system of the Contractor or of the vicarious agents engaged by the Contractor. With regard to the number of advertising media delivered in the form of ad impressions, clicks and/or leads, the tracking of the Contractor's ad server system is exclusively decisive.

8.6. Discounts are granted only on pure media placements. Design costs for advertising media are expressly excluded from the discount scales stated in the price lists. We grant a 15% agency commission (AE) on proof of agency activity and invoicing to the agency.

§ 9 Payments

9.1. Unless otherwise agreed in writing, the payment term is 14 days from receipt of the invoice. Invoices are payable without any deduction to an account specified by the Contractor. Receipt of the amount in the Contractor's account is decisive for the timeliness of payment. Any deduction of an early payment discount requires a separate written agreement. If the Client fails to make a payment within the period, the Contractor is entitled, in addition to all other rights, to stop the advertising measure immediately and without prior notice, to suspend it for the period until payment has been made and then to resume it, and/or to terminate the contract definitively. The Client acquires no liability claims against the Contractor as a result of the stopping, suspension or termination of the Campaign. In addition, in this case the Contractor has the right to terminate all other Campaigns of the Client existing at that time.

Where payment terms are exceeded, the Contractor is entitled to charge annual default interest from the onset of default at the statutory rate under Section 288 (2) BGB for commercial transactions. The Contractor reserves the right to assert further claims for damages arising from late payment.

9.2. All invoices are issued on the basis of the Reports produced by the Contractor, unless a CPO campaign is involved, in which case the Client's statement is decisive for invoicing. Objections to the Reports provided must be raised by the Client in writing within 7 working days. If objections are not raised or are raised late, the basis of calculation shown in the Report is deemed to have been accepted by implication.

With regard to the leads generated in particular, the following does not constitute a valid objection by the Client:

• the failure to achieve commercial success through use of the lead;
• the failure to conclude a contract with the person providing the data record;
• the person who provided the data record decided otherwise between payment for the lead and provision of the data record within the contractual period, or revoked their consent;
• the prospective customer has requested further offers elsewhere from the advertiser;
• the prospective customer has in the meantime lost or changed their motivation or interest in the offer requested. Interest did, however, exist at the time of the enquiry.

§ 10 Liability of Interactive Performance

10.1. The Contractor is not responsible for the content of third party websites, for damage or other disruptions based on defects in or incompatibility of the Client's software or hardware, or for damage arising from the lack of availability or the functioning of the internet. The Contractor also assumes no liability for any services of third parties used by the Client, in particular with regard to technical systems such as end devices, software programs, transmission paths and telecommunications services.

10.2. In all other respects the Contractor is liable without limitation in cases of intent, fraudulent intent and gross negligence, and in the case of personal injury.

10.3. Interactive Performance is liable in damages in the event of slightly negligent breach of a material contractual obligation (cardinal obligation), limited to the amount of the foreseeable damage typical for this type of contract. In this case Interactive Performance is not liable for lost profit, indirect damage, consequential damage caused by a defect or third party claims. Cardinal obligations within the meaning of this provision comprise, in addition to the main contractual performance obligations, those obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely.

10.4. The aforementioned limitation of liability does not apply in cases of mandatory statutory liability, in particular under the Product Liability Act, in the case of the assumption of a guarantee, or in the case of culpable injury to life, body or health.

10.5. Towards merchants the Contractor is not liable for gross fault of ordinary vicarious agents where these have not breached a material contractual obligation (cardinal obligation) in a manner that jeopardises the purpose of the contract.

10.6. Any further liability of the Contractor is excluded.

10.7. The Contractor is likewise not liable for the admissibility of the advertising media and other work under competition and trade mark law.

10.8. The Client indemnifies the Contractor against all third party claims, including claims for damages and liability claims as well as the reasonable costs, that are attributable to the Client's culpable conduct.

§ 11 Termination

11.1 The scope and term of the Advertising Contract are determined in the Order Confirmation. A specified campaign term may be replaced by a specified number of clicks, ad impressions and so on.

11.2 Termination of the Advertising Contract concluded between the Parties must be made in writing. Termination of the Advertising Contract by the Client up to two weeks before the start of placement is possible free of charge. In the case of termination less than two weeks before the start of placement and up to the start of placement, a cancellation fee of 30% of the net order value applies. In the case of termination after the start of placement, the Contractor is entitled to charge 50% of the net order value still outstanding at the time the placement of the online advertising ends. In addition, the price for the online advertising already placed is invoiced. The discount rate applicable to the lower volume is applied. The Client is, however, entitled to prove to the Contractor that, as a result of the termination, the Contractor actually incurred lower services and expenses.

11.3. The contract may be terminated by either Party at any time for good cause. If the Contractor terminates for good cause, the Client is obliged to reimburse the Contractor for the costs and fees demonstrably incurred up to the time of termination and to which the Client has agreed in writing. The statutory provisions apply in addition.

§ 12 Assignment

12.1 The Client is not entitled to assign or transfer rights or obligations under the contract to third parties without the Contractor's prior express written consent. The Contractor may assign or transfer rights and obligations under the contract to a third party at any time. The Client hereby expressly gives its consent. As long as the Client has not been notified of the transfer, it is entitled to make payment to the Contractor with discharging effect. The Contractor is also otherwise entitled to transfer the provision of services or parts thereof to third party service providers or vicarious agents for independent execution.

§ 13 Confidentiality

13.1 The Parties undertake to use all information arising from this business relationship and communicated or disclosed within the scope of this relationship, and all documents handed over, including the content of this contract, solely for the purposes of this contract, and not to make them accessible to third parties, unless they are intended to be made accessible to third parties or are already known to the third party. The confidentiality obligation also extends to affiliated companies, parent and/or subsidiary companies, participating companies or shareholdings as well as their employees and the Parties' freelancers.

13.2 Auxiliary persons engaged to perform the contractual relationship, such as freelancers, subcontractors and so on, are not deemed to be third parties.

13.3 The Parties will also take appropriate precautions to protect confidential data and information against unauthorised third party access.

13.4 The confidentiality obligation also applies during the period of two years after the end of the contractual relationship.

13.5 The Contractor is, however, entitled to forward the Client's gross advertising revenues at product level to Nielsen Media Research for publication.

§ 14 Data Protection

14.1. Insofar as the Contractor collects and uses personal data of Users, this takes place on behalf of the Client, solely to fulfil the obligations arising from the Advertising Contract. To that extent the Contractor is also entitled to pass on personal data to the publisher on behalf of the Client or the advertiser, insofar as this is necessary to execute advertising contracts concluded with the Client.

14.2. The Contractor will collect, process or use personal data of Users, for example within a CPL campaign, only on the instructions of the Client. To that extent the Contractor acts as a data processor. The Client or the respective advertiser alone is responsible for compliance with data protection provisions. If the Contractor takes the view that an instruction of the Client infringes the BDSG or other data protection provisions, the Contractor will notify the Client of this without delay. The Client alone is responsible for ensuring that any contract required between the Parties under Section 11 BDSG is concluded. In the event of breaches of the above provisions, the Contractor is not liable where third parties assert claims for infringement of data protection provisions. The Client accordingly indemnifies the Contractor against claims asserted by third parties. Furthermore, in such a case the Client may not rely on the argument that the leads generated are invalid.

§ 15 Amendments to these GTC

15.1 The Contractor reserves the right to amend less significant provisions of these GTC at any time, provided that such amendment does not result in a restructuring of the contractual framework as a whole. The Contractor will transmit the amended terms to the Client in writing at least two weeks before they take effect, to the contact person named in the order form under § 3 clause 2 (hereinafter the "Notification"). If the Client does not object in writing to the application of the amended GTC by the planned date on which they take effect, the amended provisions are deemed to have been accepted. The Contractor will draw separate attention to the right of objection and to the significance of the aforementioned period.

15.2 If the Client objects in writing to the application of the new (amended) GTC before the amended terms take effect, the Contractor's proposal to amend the GTC is deemed rejected. The contract is then continued on the previous terms without the proposed amendment. The Parties' right to terminate the contract based on these GTC remains unaffected. The Contractor will likewise draw the Client's separate attention to this right of termination.

§ 16 Final Provisions

16.1 All legal relationships between the Parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

16.2 The place of performance is Hamburg. Hamburg is agreed as the place of jurisdiction, provided that the Client is a merchant within the meaning of the German Commercial Code (HGB), has no permanent residence in Germany, has moved its permanent residence abroad after these GTC took effect, or where the residence or habitual abode is not known at the time the action is brought.

16.3 Should individual clauses of these GTC be wholly or partly invalid, the validity of the remaining provisions remains unaffected. The Parties already now undertake to replace the invalid provision with a provision that, in a legally effective manner, comes closest in economic terms to the customary meaning and purpose of the invalid provision. The same applies to any gaps in the provisions.

16.4 The Order Confirmations belonging to these GTC become integral components of these GTC. Should there be contradictions between the provisions of an Order Confirmation and these GTC, the provisions of the Order Confirmation take precedence.

16.5. Any general terms and conditions of the contractual partner do not apply.