Media Frankfurt GmbH General Terms and Conditions of Contract

Preamble
Except where otherwise agreed in writing, the following General Terms and Conditions of Media Frankfurt GmbH (hereinafter referred to as "Media") are to be regarded as the contract content. These General Terms and Conditions shall govern all future business relations, even if not expressly agreed upon again. General Terms and Conditions of Media’s customer (hereinafter referred to as "Contract Partner") are not to be regarded as content of this contract, even if not expressly objected to by Media. Insofar as the General Terms and Conditions of the Contract Partner fail to coincide with the following General Terms and Conditions, the Contract Partner must notify Media in good time before the conclusion of the contract expressly and in writing that the General Terms and Conditions of Media are not acceptable. Should it fail to do so, the Contract Partner waives its right to assert its contradicting Terms and Conditions.

1. Services by Media
1.1. Media provides its Contract Partners with advertising carriers for advertising purposes and offers additional services as well as production services. All services provided by Media shall occur solely in accordance with the contents of the offer made by Media as well as the provisions of these General Terms and Conditions. Where contradictions arise between these contractual basic principles, the contents of the offer by Media shall be given priority and thereafter, the provisions of these General Terms and Conditions.
1.2. For organizational reasons, Media reserves the right to reschedule the start of any advertising campaign by up to 3 working days (Werktage) unless a fixed date has been specifically agreed. The duration of the campaign remains unaffected.
1.3. Except where otherwise agreed, Media shall dispose of the Contract Partner’s exhibits and advertising material (hereinafter jointly referred to as “Advertising Material”) as well as Advertising Material produced for the Contract Partner, free of charge, after expiry of the contract or following a change of motif made during the contract period. Should the Contract Partner desire handover of the Advertising Material, Media shall be notified accordingly in writing 14 working days prior to expiry of the contract or the change of motif. In such case, the Advertising Material is to be collected within 7 working days following expiry of the contract or change of motif. Following this period, Media shall have rights of disposal.
1.4. The Contract Partner is aware that short-term limitations to the advertising may occur, in particular due to the specific nature of airport operations. Short-term limitations of the advertising in total up to 5% of the contract period and not exceeding 17 calendar days per contract year do not entitle the Contract Partner to assert claims against Media (in particular, offsetting with counterclaims, reduction of price, or a right of retention of due payments).
1.5. Media is entitled to partial performance (delayed provision of individual batches of the agreed upon number of advertising carriers or produced Advertising Material) unless the partial performance is so marginal in scope in relation to the contractually agreed upon services that – based on reasons that are to be factually and objectively assessed – the Contract Partner has no interest in such. In the case of partial performance, remuneration as agreed upon in this contract shall be proportionately reduced (if necessary, also taking into consideration any damages to the Contract Partner caused by default (Verzug) in connection with the liability provisions of these General Terms and Conditions). Short-term limitations to advertising according to the above section are not considered to be partial performance justifying reduction of payment or default.
1.6. The Contract Partner is entitled to offset or retain only in event that its counterclaims have been assessed in a legally binding judgment, or are undisputed or have been recognized by Media. Furthermore, the Contract Partner is entitled to exercise any rights of retention only insofar as its counterclaim is attributable to the same contractual relationship.
1.7. In cases of force majeure or unforeseeable obstacles beyond the intent and control of the parties (e.g. official order, strike, war, or rebellion), at Media’s choice and corresponding to the duration of the disruption, the service time shall be extended or Media’s charges shall be proportionately reduced; Media shall make such choice after considering whether the extension of the service time would lead to the limitation of marketing the advertising carrier to third parties after the end of the fixed and agreed upon contract period. Such events only justify termination of the respective contract if a further delay becomes unreasonable for the terminating party; a further delay is generally defined as unreasonable where it exceeds 10% of the fixed and agreed upon contract period or after 6 weeks of the start of the disruption in any case. The Contract Partner is not entitled to further claims, in particular to compensation for damages.
1.8. Neither the contract duration nor the payment obligations to the agreed charges shall be impaired by disruption to service for which the Contract Partner is responsible, in particular the failure to attach Advertising Material or late attachment.

2. Special Provisions for Production Services
Insofar as the parties, in accordance with the offer made by Media, have agreed that Media shall produce the Advertising Material for the Contract Partner, the following provisions shall also apply:
2.1. Contents, Quality
The contents and motifs of the produced Advertising Material shall be provided by the Contract Partner in good time, whereby the Contract Partner shall adhere to the provisions regarding the "Advertising Material Requirements" in these General Terms and Conditions.
In addition, the offer by Media or, if available, the product description shall govern the quality of the produced Advertising Material. An additional level of quality is not owed. The Contract Partner may not derive such obligation, in particular, from other presentations of Advertising Material in public displays or advertisement, unless Media has agreed to such additional quality expressly in writing.
2.2. Retention of Title
The Advertising Material remains the property of Media until complete payment of fees arising from this contract are paid (including remuneration for rights of use of the advertising carriers).
Should third parties access the retained items, the Contract Party is obliged to inform the third party of Media’s retention of title and to immediately inform Media. Security assignments, transfer of rights of use for security purposes, and seizure are prohibited.
Assertion of the retention of title by Media cancels the Contract Partner’s right to further use of the provided Advertising Material. Any acceptance of returned items by Media is conducted for security purposes only. In no case does this signal cancellation of the contract even where partial payment is authorized. Media is then also entitled to sell or auction the items without restriction. Further claims for damages, in particular for lost profit, remain unaffected.
Where the value of Media’s securities increases by more than 20% of the claims to be secured, as far as these have not been settled, Media is obliged to release its securities by such amount.

3. Contract Partner’s Duty to Co-operate
3.1. The Contract Partner shall undertake at its own cost all efforts to enable Media a smooth provision of services and to refrain from anything, which may hinder or prevent such activities. For this purpose, the Contract Partner shall provide Media with all required Advertising Material and if necessary, the required guidelines for the production of Advertising Material, documents, and information immediately and at no cost. In particular, the Contract Partner shall transfer the desired assignment of the individual Advertising Material to the respective advertising carrier in good time and no later than 10 working days before the start of the advertising campaign. If the Contract Partner becomes aware that some information and requirements are incorrect, incomplete, not clear, or not able to implement, the Contract Partner shall notify Media of such and the identifiable consequences immediately.
3.2. In particular, the Contract Partner shall provide Media with the Advertising Material no later than 5 working days prior to the start of the advertising campaign. If the Contract Partner fails to do so, Media shall endeavor for prompt installation of the Advertising Material but without any obligation to do so.

4. Remuneration
4.1. The remuneration agreed upon in the contract applies to the first contract period. On commencement of a further contract period, the contract prices published by Media shall apply and in the event of change, the Contract Partner shall be notified in good time before the commencement of a further contract period. The following shall apply, in particular in the event of automatic contract renewal after expiry of the notice period (e.g. according to 10.2 of these General Terms and Conditions: 3 months prior to the expiry of the contract):
Media shall notify the Contract Partner in good time before expiry of the notice period of the valid price change applicable to the further contract period. Should Media fail to provide such information, previous prices shall remain unchanged and applicable for the further contract period.
4.2. Media shall charge additionally for the costs of production of the Advertising Material as well as further costs for agreed upon production services and other services.

5. Due Dates/Arrears
Charges are respectively payable immediately without deduction for one quarter in advance plus value-added tax in the respective statutory amount. Payment is due on the first day of the month of the respective quarter of the year. In the event of arrears, interest shall be due pursuant to the statutory amount. Further rights to compensation for damages due to arrears remain unaffected. Furthermore, Media shall be entitled to use the advertising carriers for other purposes in the event of arrears.

6. Rights of lien
The Parties agree that with respect to all claims arising from the agreement, Media shall have right of lien on the Advertising Material provided by the Contract Partner.

7. Liability for Material Defects relating to Production Services ("Warranty")
7.1. If a material defect is present in the Advertising Material produced by Media, Media shall remedy the defect or supply the item free of defect ("Cure") at its own choice. Media may refuse the type of cure or the cure as a whole if such is only possible at unreasonable cost. In the case of the supply of an item free of defect, Media shall replace the defective Advertising Material on the advertising carrier and carry the cost for such action insofar as costs do not increase because the defect free item must be provided to a location other than the contractually agreed upon location of the Advertising Material. Should Media provide Advertising Material free of defect for the purpose of cure, Media is entitled to redeem the defective Advertising Material.
7.2. Should Media be unwilling or not able to provide cure, or should Media delay such beyond a reasonable period of time based on reasons caused by Media, or if the cure fails for any other reason, the Contract Partner is entitled as set out under the law to assert its rights to withdraw in relation to the production service or reduce payment or claim for damages. Termination without notice by the Contract Partner for good cause relating to the provided advertising carrier based on non-provision of contractual use is first applicable where Media was provided with sufficient opportunity to cure the defect und such proved unsuccessful.
7.3. Further claims by the Contract Partner beyond the right to cure, withdraw or terminate the contract and to reduce payment, particularly claims for damages including lost profit or other pecuniary damages, exist only within the scope of the provisions of these General Terms and Conditions.
7.4. The warranty period of time consists of one year, which begins with the standard statutory limitation period.
7.5. Media has no obligations if a defect is attributable to the fault of the Contract Partner.

8. Liability
The following regulations shall apply to the liability of Media as well as liability for Media’s employees, assistants in performance, and vicarious agents – irrespective of reason:
8.1. Media’s liability for damages is limited as follows:
a) In the case of a simple negligent breach of essential obligations (i.e. essential obligations for which Media owes performance and which are significant for the attainment of the contractual objectives or with which Media is obligated to comply and a breach of such compliance could endanger the attainment of the contractual objectives), the liability of Media shall be limited to such losses which would be typically foreseeable at the time of the conclusion of the contract.
b) Media shall not be liable for a simple negligent breach of non-essential obligations.
8.2. In cases of initial impossibility, Media shall be liable if the obstacle to performance was known to it or the lack of knowledge is based on gross negligence.
8.3. Unless the damages were intentionally caused, claims for damages against Media shall be subject to a limitation period of one year. The limitation period begins with the start of the statutory period of limitations.
8.4. The previous liability exclusions, restrictions, and limitations shall not apply to claims based on the Product Liability Act as well as compensation for damages to life, body or health.
8.5. Media shall not be liable for the damage or loss to Advertising Material attached to or in the advertising carriers, unless Media or Media’s assistants in performance or Media’s vicarious agents are responsible for such. The Contract Partner is advised to insure such Advertising Materials itself at its own expense.
8.6. Media assumes no liability towards the Contract Partner or third parties if the damage is attributable to the fault of the Contract Partner or the Contract Partner’s assistants in performance or vicarious agents. In particular, Media shall assume no liability in such cases for losses arising from violations against protective regulations under public law or from violations against the respective valid Airport User Regulations (Flughafenbenutzungsordnung, "FBO") or directives and instructions of the airport operator. The Contract Partner should obtain the necessary information itself. In addition, the Contract Partner’s comparative negligence shall be imputed to the Contract Partner.
8.7. Should claims for compensation for damages be asserted, then they must be legally filed within 3 months after a written dismissal by Media. Subsequent assertion of claims is excluded unless independent evidence proceedings (Selbständiges Beweisverfahren) have been initiated within the deadline period.

9. Subletting/transfer to third parties
The Contract Partner is not entitled to permit use of the advertising carrier to third parties without explicit and written consent from Media.

10. Contract period
10.1. Unless otherwise expressly agreed, the contract is concluded for a minimum duration of 12 months.
10.2. Unless the contract is terminated 3 months prior to expiry of the agreed contract period, the contract shall be renewed automatically for the original contract period and not exceeding 1 year.
10.3. Media is entitled to terminate the contract relationship wholly or in part with respect to the individual advertising carriers at any time with notice of 1 month in the event that the respective airport operator requires it to do so for construction, traffic or other important reasons. Media will refund any payment already made in advance proportionately according to the difference in time periods between the agreed upon expiry of the contract and the premature termination. The Contract Partner shall derive no further rights against Media or the respective airport operator arising from a premature termination.
10.4. The right to terminate the contract without notice for important reasons remains unaffected. In particular, Media is entitled to terminate the contract without notice if the Contract Partner, despite reminder, is in arrears with payment of an amount of at least one monthly charge for a period longer than one month, or fails to carry out the advertising in the contractually agreed form or changes the advertising retroactively without the permission of Media.
10.5. Any termination must be in writing.

11. Requirements for Advertising Material/Third-party rights
11.1. The Contract Partner guarantees that contents, motifs and Advertising Material (including Advertising Material produced by Media for the Contract Partner) used by the Contract Partner do not violate any third party protective rights (e.g. copyright, license, patent, or other protective rights) as well as their legal and contract compliancy. The Advertising Material must comply with the legal and official requirements in Germany and, in particular, those of the respective airport, such as, for example, the fire prevention regulations and directives as well as the respective valid Airport User Regulations (Flughafenbenutzungsordnung, “FBO”). The contents of the advertising program must not contradict the objectives and tasks of the respective airport. The Advertising Material or – in the case of production by Media – the guidelines shall be provided to Media for approval regarding design and airport operational requirements in good time and no later than 10 working days before the start of production of the Advertising Material (this also applies to cases in which the Advertising Material is provided by the Contract Partner). Approval shall be issued within a period of 8 working days and may not be denied without good reason. Media Frankfurt is not obligated to check advertising contents for possible violations of the law; in particular, approval issued by Media is not to be regarded as confirmation that the advertising was checked for possible violations of law and does not contain any violations of the law. Should Media become aware of obvious violations of the law by an advertising program, Media shall inform the Contract Partner immediately. In addition, Media is entitled but not obligated to reject Advertising Material or its production and remove such Advertising Material at the Contract Partner’s costs where the requirements of this paragraph are not met or the respective airport operator requires such according to the provisions of these General Terms and Conditions.
11.2. For campaigns on Citylightposters and City Light Boards separate requirements for the Advertising Material do apply, which Media shall make available to the Contract Partner on request.
11.3. Should third parties assert claims against Media based on alleged violations of the law as a result of contents and motifs as well as Advertising Material used by the Contract Partner, the Contract Partner shall indemnify Media against all liability and reimburse Media costs arising from the possible violations of the law. The indemnification obligation also entails the obligation to fully release Media from any legal defence costs (e.g. court and attorney fees). The parties shall notify each other immediately in writing if claims are brought against them due to such law violations.
11.4. The Contract Partner must inform Media in writing no later than 14 working days prior to the expiry of the contract if motifs may no longer be used following termination of the contract.

12. Other events/promotions
Media issues directives and information relating to the conduct of promotions. Promotions may only be conducted based on the directives and information valid at the time of the conclusion of the contract, which form part of this contract.

13. Commissions
Any agency commission related to the brokering or conclusion of a contract shall only be incurred based on express and written consent. Such agency commissions will be paid in the agreed amount only following payment of the agreed contractual remuneration. In the event that the contract is not or only partially fulfilled, any agency commission shall be cancelled or reduced accordingly.

14. Confidentiality/Business Information
14.1. Media and the Contract Partner are obliged for the duration of this contract and thereafter to maintain absolute secrecy as to the terms hereof and as to all products and product information, special intelligence of internal company matters as well as any other business documents and information and not to pass the same on to third parties without the express written consent of the other party hereto. This obligation shall be explicitly imposed on all third parties, particularly employees.
14.2. Media and the Contract Partner shall remain the owners of their respective business documents and holders of their own existing and future copyrights and other proprietary rights in these documents (particularly patents, registered and industrial designs, utility patterns, titles to trademarks etc.). These rights shall extend in particular to all related know-how, reports on resources and development, suggestions, ideas, projects, designs, patterns, models, concepts etc.

15. Information for Contract Partners outside Germany
Insofar as the agreed services are charged exclusive of value-added tax, Media reserves the right in the event of an amendment of the tax regulation or a change in the attitude of the fiscal administration on this matter to retroactively charge the value-added tax in the respective statutory amount at any time.

16. Final provisions
16.1. The Contract Partner may not – subject to the assignment of debt according to § 354a of the German Commercial Code (HGB) – transfer individual rights of this contract or the contract as a whole to third parties unless Media expressly agrees to such in writing.
16.2. The place of performance shall be the registered seat of Media. Insofar as the Contract Partner is a merchant as defined by the German Commercial Code (HGB), a governmental entity, or a special governmental estate, the exclusive place of jurisdiction for all disputes (including check proceedings, summary bill enforcement procedures and proceeding restricted to documentary evidence) directly or indirectly arising from the contractual relationship is the registered seat of Media. The same applies to judicial collection procedures as well as to persons who have no general place of jurisdiction in Germany, as well as to persons who have moved their place of residence or usual whereabouts abroad since conclusion of the contract, or whose place of residence or usual whereabouts is unknown at the time the action is filed. In addition, Media is entitled to file suit at the statutory venue.
16.3. This contract is subject to the laws of the Federal Republic of Germany.
16.4. These General Terms and Conditions are provided in German and English. Legally binding is solely the German language version of these General Terms and Conditions. 16.5. Oral side-agreements are not valid. Deviating or supplementary conditions as well as modifications of this contract, including this written requirement clause, are only valid if agreed upon in writing and expressly marked as a modification or supplement.
16.6. Should one or more provisions of these General Terms and Conditions not satisfy the legal requirements, the validity of the remaining provisions shall remain unaffected.