Terms and Conditions for Digital Services

1 Terminology

1.1 These terms and conditions for media services (terms) are the basis for all contracts concluded by the user (“client”, “licensee”) with SKYLINE ATLAS GmbH (“contractor”, “licensor”) for the provision of digital services. This applies in particular to the placement of advertising formats and job advertisements, the creation and licensing of media and the placement of orders with third parties.

1.2 An “advertising order” within the meaning of the following terms and conditions is an order from a client to the contractor to place one or more advertising formats. “License medium” in the sense of the following terms and conditions is an order from a client to the contractor to license the rights of use for one or more media.

2 Conclusion of a Contract

2.1 Offers by the contractor are non-binding. A contract between the contractor and the client comes only through textual confirmation of the order by the contractor or through
Completion of the order. Oral confirmations, in particular by telephone, cannot replace textual confirmation.

2.2 These terms and conditions apply exclusively. The validity of the client’s general terms and conditions is expressly excluded if they do not match these terms and conditions.

2.3 The contractor is entitled to cancel orders within 30 days before the start of the order without giving reasons. This does not result in any liability on the part of the contractor. Invoices that have already been paid will be paid back, minus any services already provided.

2.4 A cancellation of contractually agreed orders by the client is possible at any time. It must be received by the contractor in text form. In the event of a cancellation at least 2 weeks before the start of the placement, the customer will not incur any costs. Later cancellations will be charged a flat rate processing fee of 50% of the net order value. In addition, the order value paid up to the time of cancellation will be invoiced – if necessary with an adjusted discount rate, if such has been agreed.

2.5 When concluding contracts with a term of at least 24 months and paying in advance, a discount of 20% on the total value of these services is granted or an alternative service that is at least as expensive (by arrangement).

2.6 If a discount is agreed in a fixed-term contract, it is a one-time discount that is not offset in subsequent periods.

Payment

3.1 Prices and terms of payment are specified on the websites. All prices do not include VAT, as the contractor’s services are aimed at companies or entrepreneurs.

3.2 The remuneration in accordance with the order confirmed by the contractor applies. If no remuneration is specified in the order confirmation, the prices valid at the time of the order resolution apply according to the contractor’s price list.

3.3 The contractor will submit the invoice in accordance with the regulation on remuneration for the execution of the order. The remuneration is due for payment within 14 days of invoicing by the client without any deductions. The receipt of payment on the account specified on the invoice is decisive for the timeliness of the client’s payment.

3.4 If the client is in default or if the contractor becomes aware of a significant deterioration in the client’s financial circumstances, the contractor can interrupt the execution of the current contract until all due obligations of the client have been fulfilled and demand a reasonable advance payment for further performance.

3.5 The client may only offset claims for remuneration by the contractor with undisputed or legally established claims. If the client is a merchant, he can only assert a right of retention in cases of undisputed or legally established claims.

3.6 In the event of default in payment, interest will be charged p.a. 8 percentage points above the base rate of the European Central Bank.

3.7 All services remain the property of the contractor until they have been paid for in full.

Advertising Formats

4.1 Advertising formats are only placed at the point specified in the advertising order and must correspond to the technical specifications.

4.2 A success of the advertising format is not guaranteed. If the remuneration relates to a certain number of third party contacts with the advertising format, this does not constitute an assurance that the number of contacts will be achieved.

License Rights

5.1 If the contractor grants the client a simple and non-exclusive license to use licensed media for the duration of the license. If no period of use has been agreed, a maximum period of 5 years applies. The duration can be extended at any time by means of a textual confirmation by the contractor.

5.2 Licensee may not use Licensed Media in any abusive, condescending, or otherwise objectionable manner or context.

5.3 The licensee may not sell, distribute, license, rent, lease, lend, pledge or otherwise transfer, assign or sublicense the licensed media to any third party. The prohibition also includes the use of licensed media in all online templates or other online services that give a third party access to the downloads in any way.

5.4 Cooperation partners of the contractor (licensee) can obtain license rights at reduced prices or free of charge, provided this has been assured in text by the contractor. The right to re-use previously licensed media expires upon termination of the cooperation agreement. This does not affect licensed media that were used by the licensee before the cooperation agreement was terminated.

5.5 The contractor does not guarantee that there are licenses, rights or approvals with regard to the subject matter presented in the licensed media, be it logos, designs, architecture, furniture, people or other things. Copyrights, trademark rights, personal rights or other rights of third parties may apply to such items and the licensee is solely responsible for deciding whether third party approval is required and, if so, to obtain such approval.

5.6 If a third party asserts claims against the use of licensed materials by the licensee, the licensee is requested to inform the licensor immediately in writing. In the event of a legitimate objection, the licensee’s only legal remedy is for the licensor to decide, in its sole discretion, whether the licensee is entitled to exchange the materials or whether the contract is terminated in exchange for a reimbursement of the fee that has already been paid, if any. Licensee may not have any other right or claim of any kind in application of this limited warranty.

Restrictions on Content and Liability of the Client

6.1 The contractor is entitled, but not obliged, to check the content of the advertising format. The contractor is entitled not to place content that violates applicable law, statutory and official prohibitions or against common decency, or to terminate a placement. The same applies to links that lead to content that violates the aforementioned conditions. No prior notice or even a warning is required. The contractor will immediately inform the client of the measure carried out. The client remains obliged to pay the contractually agreed remuneration.

6.2 Compliance with competition law as well as national and international copyrights and other property rights in the design of the advertising format and the content to be found under the link address is the sole responsibility of the client. The client exempts the contractor from all claims due to a possible violation of the aforementioned rights through the publication of content and reimburses the contractor for the costs incurred for a possible legal defense in full.

6.3 The template for the content to be published must correspond to the technical specifications in accordance with the technical requirements list and must be submitted to the contractor no later than five working days before publication. If the submission is not delivered properly, i.e. not in accordance with the technical specifications, or if the delivery is delayed or subsequently, there is no entitlement to the contractually owed service by the contractor. The client bears the risk in the transmission of content. The client remains obliged to pay the full remuneration. If the client requests this, the contractor will return the template to the client after the order has been carried out. If the client does not request this within three months after the last placement of the advertising format, the contractor is entitled to destroy the template.

6.4 After the order has been placed, the client must immediately check whether the content has been placed correctly. Any defects must be reported within the first week after the start of the placement. In the event of late notification of defects, the client bears the costs of the changes requested, provided that he could have recognized the defect.

Guarantee to the Client

7.1 If the execution of an order is canceled for editorial or technical reasons, due to force majeure, strike, due to legal provisions or other reasons, the execution of the advertising order will be brought forward or rescheduled as far as possible.

7.2 The contractor will inform the client about the planned relocation at least five working days before the start of the now planned placement.

7.3 If the execution of the order can neither be brought forward nor rescheduled or if the client objects to the proposed forwarding, rescheduling or embedding in a different environment, the client is entitled to reimbursement of the payments made up to this point in time, insofar as these are advance payments. The production costs incurred by the client for the advertising format will not be reimbursed.

7.4 If the order provides for a certain volume of clicks / impressions to be delivered in a certain period of time and this does not succeed, the placement period will be extended until the corresponding number of clicks / impressions has been reached. Both the client and the contractor, however, have the right to request, through textual information, that the respective other contracting party does not post the advertising format again and that the contractor’s remuneration is adjusted accordingly.

7.5 If the remuneration for the placement of orders depends on the clicks / overlays achieved, only the ad server reporting by the contractor is decisive.

Liability

8.1 The contractor is only liable for the replacement of the contractor, in particular due to delay, non-performance, poor performance or unlawful action in the event of a breach of cardinal obligations on the fulfillment of which the client can rely to a particular degree. The exclusion of liability does not apply in the event of willful intent and gross negligence or for liability due to warranted properties.

8.2 The contractor is not liable for the brokerage of services to third-party providers and releases the contractor from any liability in relation to services from third-party providers if the brokerage and performance of the service are not grossly negligent on the part of the contractor.

Others

Changes or additions, including side agreements and changes to these clauses, must be made in writing. This also applies to the cancellation of this text form requirement. The place of performance and, if the client is a businessman, the place of jurisdiction is Frankfurt am Main. However, the contracting parties can also sue before any other court competent for them. Should individual parts of the above conditions be or become ineffective, their effectiveness remains otherwise unaffected. The law of the Federal Republic of Germany applies.

The English version of this document is just available for better understanding. The legally binding terms document is always the original German version.

Date: 2021-07-01