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Terms and Conditions

This translation is provided for the convenience of English-speaking readers and only the German text is authoritative or has any legal value. In the event of dispute between the English and German version of this document, the German version of this document shall govern.

Contracting Party

The party to the contract is INCREON GmbH, Robert-Buerkle-Str. 3, 85737 Ismaning, Managing Directors Christina and Armin Bastl, Katharina Graf, commercial register number (HRB) 130165 of the Local Court (Amtsgericht) of Munich. This company conducts all services on behalf of CDH eService GmbH, Am Weidendamm 1 a, 10117 Berlin, Managing Director Eckhard Döpfer, commercial register number (HRB) 84812 of the Local Court (Amtsgericht) of Berlin, which is the operator of the Internet platform commercialagents-northamerica.com.

By making use of the services of INCREON GmbH, Ismaning (hereafter referred to as "INCREON") at commercialagents-northamerica.com, you acknowledge and accept these General Terms and Conditions. INCREON performs all services solely on the basis of these General Terms and Conditions.

We do not accept terms and conditions of the Advertising Space Buyer ("Advertiser" or "Customer") which wholly or partially deviate from these General Terms and Conditions unless we have expressly agreed to them in writing. These General Terms and Conditions are also exclusively in effect when we unconditionally perform our services with the knowledge of contrary terms and conditions of Advertiser.

These General Terms and Conditions are also in effect for future transactions between Customer and INCREON, including when the General Terms and Conditions are not expressly mentioned. By placing an order, Customer accepts these General Terms and Conditions.

General Definitions

In these General Terms and Conditions, "CDH eService" refers to the legal person which operates the Internet platform commercialagents-northamerica.com.

In these General Terms and Conditions, "INCREON" refers to the legal person which operates all electronic services on the Internet platform commercialagents-northamerica.com on behalf of CDH eService GmbH, Berlin, the operator of the platform. "Advertisements", "Banner Advertisements" and "Agent Directory" are a part of the services offered on the Internet platform.

In these General Terms and Conditions, "Advertising Space Buyer" refers to the natural or legal person, corporation, or other association of persons which has requested or intends to request an advertisement or listing, or has issued or intends to issue an order for a banner advertisement on commercialagents-northamerica.com. Further, "Advertising Space Buyer" refers to one who has entered oneself in the Agent Directory on the platform.

In these General Terms and Conditions, "Reader" refers to the natural or legal person, corporation, or other association of persons which permits himself or herself to be advertised in the data supplied at commercialagents-northamerica.com. "Customer" is every Advertising Space Buyer or Reader.

Agreements

1 Subject Matter

1.1 Agent Directory

The subject matter is the provision of storage space for the storage of a database entry of Advertising Space Buyer in the Agent Directory and the display of this database entry within the Agent Directory at commercialagents-northamerica.com.

1.2 Advertisements and Banner Advertisements

The subject matter is the possibility to register as a manufacturer as well as the placement of an Advertisement (offer) and the placement of a Banner Advertisement.

2 Duties of INCREON and CDH eService

2.1 Agent Directory

(2.1.1)
CDH eService guarantees an availability of its Internet Web servers of 97% as the annual average. Excepted from this are times during which the Web server is not available over the Internet owing to technical or other problems which are not in the sphere of influence of CDH eService (force majeure, liability or negligence of third parties, etc.).

Providing services are conducted by Factsoft AG, commercial register number (HRB) 127116 of the Munich Local Court (Amtsgericht), registered location Munich, Germany, on behalf of CDH eService and INCREON, and is therefore responsible for the tasks which are connected in the furthest sense with the providing services, and for tasks which are connected in the furthest sense with database and PHP programming and with technical support.

(2.1.2)
INCREON is a broker of data. These data are transmitted by the Advertising Space Buyer and made available to Reader(s).

(2.1.3)
To permit the Advertising Space Buyer to access the entry in the Agent Directory at any time, Advertising Space Buyer assigns himself or herself a username and a password.

(2.1.4)
INCREON does not in any way assume any guarantee for the correctness and/or the legality of the data transmitted by Advertising Space Buyer. Advertising Space Buyer is responsible himself for the content of the transmitted data. INCREON does not, as a rule, edit data transmitted.

INCREON reserves the right to no longer make available to Readers transmitted data which are not within the bounds of public taste or which are illegal — also upon mere suspicion of such — and at the least to transmit them to security authorities. Services may at any time be expanded, shortened, or subjected to other changes.

INCREON further reserves the right to delete links to websites on other servers and/or delete completely designed advertisements without giving any reason and without notifying the Advertising Space Buyer and to make entries from particular Advertising Space Buyers impossible.

2.2 Advertisements and Banner Advertisements

(2.2.1)
CDH eService guarantees an availability of its Internet Web servers of 97% as the annual average. Excepted from this are times during which the Web server is not available over the Internet owing to technical or other problems which are not in the sphere of influence of CDH eService (force majeure, liability or negligence of third parties, etc.).

Providing services are conducted by Factsoft AG, commercial register number (HRB) 127116 of the Munich Local Court (Amtsgericht), registered location Munich, Germany, on behalf of CDH eService and INCREON, and is therefore responsible for the tasks which are connected in the furthest sense with the providing services, and for tasks which are connected in the furthest sense with database and PHP programming and with technical support.

(2.2.2)
INCREON is a broker of data. These data are transmitted by the Advertising Space Buyer and made available to Reader(s).

(2.2.3)
To permit the Advertising Space Buyer to access the stored Advertisements at any time, Advertising Space Buyer assigns himself or herself a username and a password.

(2.2.4)
INCREON does not in any way assume any guarantee for the correctness and/or the legality of the data transmitted by Advertising Space Buyer. Advertising Space Buyer is responsible himself for the content of the transmitted data. INCREON does not, as a rule, edit data transmitted.

INCREON reserves the right to no longer make available to Readers transmitted data which are not within the bounds of public taste or which are illegal — also upon mere suspicion of such — and at the least to transmit them to security authorities. Services may at any time be expanded, shortened, or subjected to other changes. The invoicing of Advertisements follows according to the current, valid price list. In the case of a cancellation of an advertisement or listing by Advertising Space Buyer, no return remittance and/or refund of fees will be issued.

INCREON further reserves the right to delete links to websites on other servers and/or delete completely designed advertisements without giving any reason and without notifying the Advertising Space Buyer and to make entries from particular Advertising Space Buyers impossible.

3 Duties of Advertising Space Buyer

3.1 Agent Directory

(3.1.1)
Advertising Space Buyer warrants that the data communicated by him or her are correct and complete. He further warrants to immediately inform INCREON of respective changes to the communicated data and upon the corresponding request of INCREON to again confirm the current correctness within 15 days from receipt. This applies in particular to name and postal address of Advertising Space Buyer.

(3.1.2)
Should interruptions arise during the use of the server as per Number 2.1.1, Advertising Space Buyer will be informed immediately of these interruptions by INCREON or CDH eService.

(3.1.3)
Advertising Space Buyer is obliged to keep access data in accordance with Number 2.1.3 confidential vis-à-vis unauthorized third parties. In particular, username and password are to be stored such that the access to these data by unauthorized third parties is impossible, in order to rule out a misuse of the access through third parties.

(3.1.4)
The persons who use the contractually stipulated services with the knowledge and will of Advertising Space Buyer are not considered as unauthorized third parties in the sense of Number 3.1.3.

(3.1.5)
Advertising Space Buyer affirms that he or she shall not save and place in his or her entry in the Agent Directory any content whose provision, publishing or use violates applicable law, is legally prohibited, is contra bonos mores or infringes on the rights of third parties (trademarks, rights to bear a name, copyrights, data protection rights, etc.). In particular, Advertising Space Buyer undertakes not to offer or permit offering any pornographic content and any services aimed at generating a profit and having as a subject matter pornographic and/or erotic content. For each case of infringement of one of the above provisions, Advertising Space Buyer undertakes to compensate INCREON a contractual penalty in the amount of 5,000.00 Euro, where each singular act will be deemed an individual infringement.

(3.1.6)
Advertising Space Buyer agrees to indemnify both CDH eService and INCREON from any and all claims of third parties which result from the illegality of content which Advertising Space Buyer has stored on the storage space subject to this agreement. The indemnification also includes the agreement to indemnify completely both CDH eService and INCREON from legal and accounting fees (e.g., court and attorney fees).

(3.1.7)
Advertising Space Buyer undertakes to design his or her entry in the Agent Directory such that an excessive burden on the server; for example, through high-resolution images, etc., which require high computing power or an above-average amount of working memory is avoided. INCREON reserves the right to block from access by Advertising Space Provider or third parties database entries which do not meet the above requirements. INCREON will immediately inform Advertising Space Buyer of such a measure.

3.2 Advertisements and Banner Advertisements

(3.2.1)
Advertising Space Buyer warrants that the data communicated by him are correct and complete. He further warrants to immediately inform INCREON of respective changes to the communicated data and upon the corresponding request of INCREON to again confirm the current correctness within 15 days from receipt. This applies in particular to name and postal address, e-mail address, and telephone and fax numbers of the Advertising Space Buyer.

(3.2.2)
Should interruptions arise during the use of the server, Advertising Space Buyer will be informed immediately of these interruptions by INCREON or CDH eService.

(3.2.3)
Advertising Space Buyer is obliged to keep access data in accordance with Number 2.2.2 confidential vis-à-vis unauthorized third parties. In particular, username and password are to be stored such that the access to these data by unauthorized third parties is impossible, in order to rule out a misuse of the access through third parties.

(3.2.4)
The persons who use the contractually stipulated services with the knowledge and will of Advertising Space Buyer are not considered as unauthorized third parties in the sense of Number 3.2.3.

(3.2.5)
Advertising Space Buyer agrees to indemnify both CDH eService and INCREON from any and all claims of third parties which result from the illegality of content which Advertising Space Buyer has published in the context of his or her Advertisement or his or her Banner Advertisement. The indemnification also includes the agreement to indemnify completely both CDH eService and INCREON from legal and accounting fees (e.g., court and attorney fees).

4 Blocking of Content

4.1 Agent Directory

(4.1.1)
Advertising Space Buyer is under an obligation to mark content in his or her database entry as own content while specifying his or her complete name and his or her address. It should be noted by Advertising Space Buyer that a further statutory obligation of identification may exist; e.g., when teleservices or media services are offered in the database entry. Advertising Space Buyer agrees to indemnify and hold harmless both CDH eService and INCREON from any and all claims which may be based on a violation of the obligations mentioned above.

(4.1.2)
INCREON is under no obligation to inspect the entry in the Agent Directory of Advertising Space Buyer with regard to violations of law.

(4.1.3)
If and insofar as Advertising Space Buyer makes use of the storage space subject to this agreement contrary to the assurance as per Number 3.1.5 for storing illegal content, both CDH eService and INCREON reserve the right to block access to this content over the World Wide Web through suitable measures.

(4.1.4)
If and insofar as the Advertising Space Buyer makes use of the storage space subject to this agreement contrary to the assurance as per Number 3.1.5 for storing illegal content, both CDH eService and INCREON reserve the right to communicate the name and contact address of the Advertising Space Buyer to third parties, in order to permit official and legal measures against the Advertising Space Buyer.

5 Prices and Payment

5.1 Advertisements and Banner Advertisements

(5.1.1)
The prices for Advertisements and Banner Advertisements from INCREON are fixed prices. The period of advertising selected by Advertising Space Buyer is the basis for invoicing.

(5.1.2)
INCREON GmbH reserves the right to change the prices stated on the platform with effect for the future. Periods of time which have already been booked remain unaffected by this. Should you not object within 6 weeks of being notified of the changed prices, the new prices are deemed to be accepted for the continuation of the agreement. Otherwise, the agreement ends.

(5.1.3)
INCREON GmbH will invoice the advertiser the contractually owed fee including the statutory value added tax (VAT) for the insertion period chosen by the advertiser unless the advertiser is based outside the territory of the EU (so-called third country). If the advertiser is a company based in the EU outside of Germany, ordering is only possible when a valid VAT ID number is provided. Without any such supplied detail, in accordance with the EU VAT regulation for electronic services in effect from 1 January 2015, it is assumed that the services are being purchased for private consumption, with the consequence that the applicable VAT at the location of the advertiser is to be charged. Because INCREON GmbH only supplies electronic services which are aimed at business enterprises, such an order will not be accepted and the ordering process will be terminated as a result.

Invoices are due net for payment immediately from the invoice date. The payment possibilities are direct debit (only in Germany) as well as credit card and payment using Paypal (both of the latter using Worldpay). When placing an advertisement, Advertising Space Buyer must choose one of these payment possibilities. A possible demand of Advertising Space Buyer not to publish one or more advertisements does not discharge the Advertising Space Buyer from his duty to pay.

(5.1.4)
Should Advertising Space Buyer default on payments due, Advertising Space Buyer is obliged to pay late payment charges in the amount of 8% per annum. The basic rate of interest on late payments set forth by law is in all cases the minimum rate of interest. INCREON reserves the right to immediately block the Advertisement or Banner Advertisement, or both, of Advertising Space Buyer, and also that of the Advertising Space Buyer of the reseller.

(5.1.5)
In the case of promotions, the prices indicated for promotions are only valid for the run time of the respective promotion. The periods of notice are, however, as described under "7 Run Time, Cancellation". Should the period of an ordered promotional service automatically be renewed, from the beginning of the renewal, the normal prices, no longer the promotional prices, but the regular rates are in effect.

(5.1.6)
The claim for payment of INCREON is based on the making available of the contractually stipulated services. Whether Advertising Space Buyer actually then makes use of these services does not inasmuch play a role. A remittance in the case of a cancellation is within the discretion of CDH eService and INCREON and must be individually reviewed.

(5.1.7)
INCREON has no direct influence on the reaction of Readers to the placed advertisements and listings and can therefore not assume any liability for the number of any contacts. Further, INCREON rejects any guarantee of success for the establishment of a contact between Advertising Space Buyer and any Readers.

6 Guarantee and Liability

INCREON is a broker of data and information. The integrity of data and information can in no way be guaranteed by INCREON. For this reason, INCREON is not liable for loss which arises through incorrectly displayed or defective data. INCREON is liable at most in the amount of the paid costs for services made use of. Claims in excess of this (e.g., lost profits) cannot be asserted.

(6.1)
For defects of its services in accordance with Numbers 1 and 2 of this agreement, CDH eService and INCREON are liable according to the requirements of legal regulations.

(6.2)
CDH eService is not liable for the operability of the telephone connections to its server, and is not liable in the event of power outages and for the outages of servers over which it has no control.

(6.3)
In the case of slight negligence, both CDH eService and INCREON are liable only for the injury of fundamental contractual obligations (cardinal obligations). Apart from that, the pre-contractual, contractual, and non-contractual liability of both CDH eService and INCREON is limited to malice and gross negligence. The limits on liability are also in effect in the case of the indebtedness of a fulfillment partner of CDH eService and INCREON.

(6.4)
CDH eService and INCREON do not assume any liability for the content provided in the Internet as well as for loss resulting from its use.

7 Run Time, Cancellation

7.1 Advertisements and Banner Advertisements

(7.1.1)
The agreement is concluded for the period of the placement of the advertisement. The run time for every service offered subject to a charge is a maximum of 12 months.

(7.1.2)
The provisions of this section shall not affect the right to terminate the agreement for good cause.

(7.1.3)
A good cause for the cancellation of this agreement is in particular present for INCREON when the Advertising Space Buyer:

(a) is more than 20 calendar days late with the payment of the charges,
(b) violates the conditions for the award of a contract or the guidelines for award of the contract.

(7.1.4)
Every cancellation must be in writing to be effect; telefax is also acceptable.

8 Data Privacy

(8.1)
INCREON hereby draws attention in accordance with § 33 Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG) to the fact that personal data are stored in connection with the processing of the agreement.

(8.2)
INCREON expressly notifies Advertising Space Buyer that according to the current state of the technology, data privacy for data transmissions in open networks, such as the Internet, cannot be entirely guaranteed. The Advertising Space Buyer knows that the provider, service provider, and provider can see at any time from a technical standpoint the website stored on the Web server and possibly also other data of the Advertising Space Buyer stored there. Other participants in the Internet are possibly technically in a position to interfere in an unauthorized manner in network security and to monitor the message traffic. The Advertising Space Buyer is entirely responsible for the security of the data transmitted by him into the Internet and of the data stored on Web servers.

(8.3)
Advertisements and Listings: In the case of advertisements quoting a box number, the data assigned to the box number are stored by INCREON. However, they are not transmitted.

(8.4)
Additionally, we hereby draw attention to the Data Privacy Statement of commercialagents-northamerica.com.

9 Statement Regarding Links to Other Sites

The Web pages (website) of CDH eService may contain links to other independent third-party sites and graphics in the Internet ("Linked Sites"). For all these links as well as for all other notices on other or from other Internet sites, the following applies: The operators of commercialagents-northamerica.com have no control over the content of the Linked Sites. Therefore, CDH eService expressly distances itself from all content of all these Linked Sites.

10 Final Provisions

(10.1)
German law is to be applied in all respects to this agreement.

(10.2)
Insofar as Advertising Space Buyer is a merchant as defined by German law, a legal person governed by public law, a special fund governed by public law, or does not have legal venue in Germany, for all disputes arising out of or in connection with this agreement, the jurisdiction or venue is agreed to be Munich, Germany.

(10.3)
If any of the provisions of these General Terms and Conditions be void or unenforceable or lose their validity through a later occurring circumstance, the validity of the other provisions remains in effect. Such provisions shall be replaced with a valid provision that best embodies the intent of these General Terms and Conditions. The same is true for missing provisions.




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