TERMS AND CONDITIONS

Terms and Conditions for Online Advertising

§ 1 Scope, Client's Terms and Conditions, Individual Agreements, Future Advertising Orders

(1) For online advertising services provided by Modellista, based in Tenerife, (hereinafter referred to as "Publisher"), and for the marketing of advertising on websites, mobile offerings, or websites (for smartphones and tablets), and other digital products, the following General Terms and Conditions ("GTC") exclusively apply. Unless otherwise agreed in writing, the client's general terms and conditions are not applicable. Any individually agreed-upon arrangements with the client take precedence over these provisions.

(2) These GTC also apply to all future advertising orders with the client in the course of ongoing business relationships, even if explicit reference to these GTC has not been made again.

§ 2 Advertising Order, Advertising Materials, Written Form

(1) For the purposes of these GTC, an "advertising order" is the contract between the publisher and the client for the placement of one or more advertising materials within the framework of standard advertising formats, special advertising formats, and/or within the scope of other advertising collaborations in information and communication services, especially on the Internet and mobile offerings, including social media platforms and mobile applications. Internet and mobile offerings are treated equally unless otherwise specified.

(2) "Advertising materials" in the context of these GTC refer to designed advertising messages, comprising one or more of the following elements:

a) Texts, images, sound sequences, and/or moving images,

b) Additional elements within the scope of special advertising formats (e.g., advertorial, microchannel) and other advertising collaborations (e.g., theme specials),

c) A sensitive area that, when clicked, establishes a connection via an online address provided by the client to additional data located within the client's domain (e.g., link).

(3) Where these GTC require written form, this requirement can be fulfilled by letter, fax, or email.

§ 3 Offers, Conclusion of Contract, Client

(1) Unless otherwise stated or agreed, publisher's offers are subject to the availability of the advertised space offered and are non-binding.

(2) Subject to a different agreement, the advertising order is concluded by the written confirmation of the client's application by the publisher, but at the latest by the publication of the advertising material by the publisher.

(3) If advertising agencies submit applications for advertising orders, the advertising order is concluded with the advertising agency and not with its clients unless a different written agreement has been made with the advertising agency. If a client of the advertising agency becomes the client, the advertising agency must expressly indicate the agency relationship and provide the client's name. The publisher is entitled to request proof of authorization from the advertising agency.

(4) Advertising for goods or services from more than one advertiser or other advertisers within one advertising order requires an additional explicit written agreement.

(5) For advertising orders booked through programmatic advertising, the following applies: Programmatic advertising refers to the automated and individualized buying and selling as well as the serving of digital advertising space in real-time, using a Supply Side Platform ("SSP") on the seller side and a Demand Side Platform ("DSP") on the buyer side. Legal performance relationships exist exclusively between the publisher and the SSP, the SSP and the DSP, or the DSP and the client for such advertising orders.

§ 4 Rejection of Advertising Orders, Withdrawal and Blocking of Advertising Orders, Labeling of Advertising Materials

(1) The publisher reserves the right to reject advertising orders, including legally binding orders or individual calls within the scope of an advertising order, due to the content, origin, or technical format of the advertising material based on uniform, justified principles of the publisher, if, according to the publisher's reasonable discretion, the advertising material violates laws, regulatory provisions, third-party rights, or good morals, or if the publication is unreasonable for the publisher.

(2) The publisher may withdraw or block an already published advertising material if circumstances arise subsequently or become known to the publisher that would fulfill the conditions of the provision in § 4 (1).

(3) The publisher will promptly inform the client of rejection, withdrawal, or blocking.

(4) Advertising materials that are not clearly recognizable as advertisements due to their design may be identified as such by the publisher, for example, by including the note "Advertisement."

§ 5 Execution of the Advertising Order, Placement of Advertising Materials, Rescheduling, Call-Up, Ad Impressions/Volume, Discount Scale, Changes to Websites

(1) Booked advertising materials will be placed on the agreed-upon website/platform within the agreed-upon display period. There is no entitlement to placement in a specific position unless otherwise expressly agreed in writing. The publisher will make every effort to facilitate the placement of advertising materials in the desired position requested by the client.

(2) The client is entitled to reschedule agreed-upon advertising placements (change of booked website, placement request, and display period) if the rescheduling request is communicated in writing at least two weeks before the agreed-upon campaign start, the agreed-upon booking volume (fee amount according to the respective price list) is maintained, the publication of the rescheduled volume is not delayed compared to the originally booked volume, and the publisher has sufficient available capacity for the desired new advertising material booking.

(3) If the client has been granted the right to call up individual advertising materials within the scope of an advertising order, the advertising order, unless otherwise agreed, must be processed within one year from the conclusion of the contract. If the right to call up is not exercised within this time due to reasons attributable to the client, the claim expires without compensation after the expiration of the year. The obligation to pay the corresponding remuneration remains unaffected.

(4) If the publisher has assured a specific number of delivered ad impressions or a specific delivered volume (hereinafter collectively referred to as "volume") within the framework of a specific advertising order, the publisher undertakes to provide the corresponding volume on the agreed-upon advertising spaces/formats. If, for reasons beyond the control of the publisher, the agreed-upon volume cannot be fully delivered within the planned display period, the period until complete delivery is extended unless otherwise agreed in writing. Unless explicitly agreed otherwise in writing, the evaluation of the volume delivered is solely based on the analysis of the ad server used by the publisher, see also § 9 of these GTC for reporting.

(5) If a discount scale is agreed upon and less volume is delivered than agreed upon in the advertising order, the discount is calculated based on the actual, not the booked, volume. This does not apply if the underdelivery is attributable to the publisher.

(6) In the interest of keeping the presentation up-to-date, the publisher is entitled to adjust the appearance of its websites and/or their layout at its discretion or to move to an international platform, unless such changes would compromise the equivalent presentation of the advertising material due to the modification.

§ 6 Data Delivery by the Client, Changes to the Advertising Material by the Client

(1) The client is obligated to deliver proper and flawless advertising materials, especially those complying with the format, delivery instructions, and/or technical requirements and specifications of the publisher, in a timely manner, no later than:

a) five working days before the start of the campaign for standard advertising formats (e.g., display ads, social media ads, newsletter sponsorships),

b) fifteen working days before the start of the campaign for advertising orders that exclusively or partially involve special advertising formats (e.g., classic advertorials, customized newsletters).

c) twenty-five working days before the start of the campaign for specially produced special advertising formats by the publisher for the client, e.g., theme special sponsorships ("custom solutions"),

d) according to the individually agreed-upon deadline for productions by the Condé Nast Creative Studio (development, conception, and realization of photo and/or video campaigns/packages, including photo and/or video production/shooting by the Condé Nast Creative Studio).

(2) The client is responsible for the costs incurred by the publisher for requested or client-caused changes to the advertising material, e.g., in the case of changes resulting from the client not adhering to the delivery instructions (including delivery instructions for social media ads) and technical specifications of the publisher.

§ 7 Cancellation of Advertising Orders

(1) The client is entitled to cancel the advertising order by paying the following compensation, unless the client or the publisher can prove that the compensation owed to the publisher according to § 648 sentence 2 BGB is lower or higher:

a) For advertising orders involving standard advertising formats or exclusively or partially special advertising formats, cancellation is free of charge up to three weeks before the campaign starts. If this deadline is not met, 30 percent of the order value will be charged. In case of cancellation after the campaign starts, the full invoice amount is payable.

b) For Custom Solutions and all other advertising cooperations (except for Creative Studio, for which § 7 (1) c) applies), cancellation is free of charge up to six weeks before the campaign starts. If this deadline is not met, the compensation will be calculated proportionally according to the period by which the deadline is not met (for example, the compensation for cancellation five weeks before the campaign starts is 1/6, and for cancellation one week before the campaign starts, it is 5/6 of the respective order value). At least the technical costs already incurred by Condé Nast for the advertising order up to the cancellation point (e.g., in the case of services for streaming or mobile) will be invoiced. In case of termination after the campaign starts, the full invoice amount is payable.

c) For Creative Studio productions, cancellation is free of charge up to three weeks before the start of pre-production. If this deadline is not met, the costs/expenses incurred by Condé Nast up to the cancellation point, including the costs of services provided by Condé Nast and third-party services, and the costs/fees/expenses of external third parties (e.g., for shooting locations, models/influencers, photographer, etc.) already incurred and contractually non-refundable, will be invoiced to the client. In case of termination after the campaign starts, the full invoice amount is payable.

(2) The right to termination for cause remains unaffected.

(3) Terminations, including cancellations, require written form to be effective.

§ 8 Client's Warranty, Indemnification, Advertising for Medicinal and Healthcare Products, Rights Granted by the Client

(1) The client ensures that they possess all rights necessary for the placement of the advertising material and that the advertising material and the data provided by them do not infringe on the rights of third parties and do not violate any rights of third parties (e.g., copyright, personality rights, trademark rights) or other regulatory or legal provisions. The client indemnifies the publisher from any claims by third parties based on the breach of the above warranty or reimburses corresponding damages, especially the costs of necessary legal defense, unless the client is not responsible for the infringement. The publisher is not obliged to examine advertising orders as to whether they impair the rights of third parties or violate legal provisions. The client is obligated to support the publisher in good faith with information and documents in defending against third-party claims. The publisher is entitled to make the placement of advertising for medicinal and healthcare products dependent on a written assurance from the client regarding the legal permissibility of the advertising and/or to have the advertising material checked for legal permissibility by an expert appointed at the client's expense with the client's consent.

(2) The client grants the publisher all copyright usage, performance protection, and other rights necessary for the use of the advertising material through all known technical methods as well as in online media and mobile offerings of all kinds, temporally and content-wise unrestrictedly, to the extent necessary for the execution of the order and spatially unlimited, particularly the right to reproduce, distribute, publish, publicly display and make accessible, transmit, broadcast, extract from a database, and retrieve.

§ 9 Reporting by the Publisher

Unless otherwise agreed, the publisher will inform the client regarding standard advertising formats within ten working days after the placement of the advertising material about the delivered volume, accesses to the advertising material (clicks), and the downtime of the ad server if it exceeds a continuous hour, provided it is within 30 days after the agreed-upon display period has started. Reporting for special advertising formats and other advertising cooperations requires a separate agreement, e.g., the provision of a restricted report according to the agreement.

§ 10 Use of Cookies and Similar Technologies in Advertising Material

The placement of cookies, (counting) pixels, tags, and similar technologies in the advertising material by the client or by third parties commissioned by the client, enabling the collection and evaluation of data from the placement of the advertising material and/or an analysis of user behavior, requires prior consultation and approval from the publisher. This is explicitly subject to the condition that the client or the third party commissioned by the client complies with all legal provisions, especially data protection regulations, regarding the use of the aforementioned technologies, particularly with respect to transparency and providing necessary information to data subjects/users, and, if necessary, obtaining prior consent from the data subject/user.

§ 11 Prices

Unless otherwise agreed, the current price list of the publisher at the time of the client's application applies. The prices listed there are in EURO, plus statutory value-added tax.

§ 12 Invoicing, Payment Conditions, Agency Commission, Default in Payment, Setoff, and Withholding of the Client

(1) Invoicing takes place monthly in advance at the beginning of the display month for the advertising material to be displayed in the display month. The invoice amount is calculated based on the agreed-upon advertising display in the invoicing period in connection with the prices determined based on the agreement or from the valid price list. If the publisher or a third party commissioned by the publisher produces advertising material based on a contractual agreement, the agreed compensation for this will be separately invoiced.

(2) Invoices are due for payment without deductions within 30 days from the invoice date. Payment must be made to the account specified in the invoice. Bank charges are borne by the client. Checks are only accepted for the sake of fulfillment.

(3) Advertising agencies or intermediaries receive an agency commission (AE commission) of 15% of the order value paid by the client (excluding VAT) if they provide advice to their clients or can demonstrate corresponding services, and if the invoicing is directly to the advertising agency or intermediary.

(4) In case of default in payment, the publisher is entitled to interrupt further display.

(5) The client can only assert a right of retention against claims of the publisher to the extent that it is based on undisputed, ripe for decision, or legally established claims from the same contractual relationship. Offset by the client is only permissible to the extent that the counterclaim of the client is legally established, ripe for decision, or undisputed.

§ 13 Impediments to Performance

If the execution of an order is prevented for reasons that the publisher is not responsible for or that are not attributable to the publisher (e.g., software-related or other technical reasons), especially due to computer failure, force majeure, legal strikes, legal regulations, disruptions in the responsibility of third parties (e.g., other providers), network operators, or service providers, or for similar reasons, the execution of the order will be made up if possible. In the event of a catch-up within a reasonable time and reasonable for the client after the elimination of the disruption, the entitlement to compensation of the publisher remains.

§ 14 Defect Liability, Examination, Duty to Raise Objections

(1) Within the foreseeable requirements, the publisher ensures a presentation of the advertising material that corresponds to the respective usual technical standard, as far as the advertising material or data provided by the client allows. The client is aware that, according to the state of the art, it is not possible to create a completely error-free program. The warranty does not apply to insignificant errors. An insignificant error in the presentation of the advertising material exists, in particular, if it is caused by:

the use of unsuitable display software and/or hardware (e.g., browser) or

disruption of communication networks of other operators or

computer failure due to system failure or

incomplete and/or not updated offers on so-called proxies (caching) or

a failure of the ad server, which does not last longer than 24 hours (continuously or cumulatively) within 30 days after the start of the contractually agreed-upon placement.

In the case of an ad server failure over a significant period (more than 10% of the booked time) within a time-bound fixed booking, the client is released from the obligation to pay for the period of the failure. Further claims are excluded, subject to § 15 (1) sentence 1 and § 15 (2).

(2) The client is obligated to promptly examine the displayed advertising after the initial placement and to notify the publisher in writing of any errors within the first week of placement. After the expiration of this period, any error is deemed approved. If the client requests a change to the advertising after the expiration of the aforementioned period, they are obligated to bear the costs incurred by the change.

(3) In the case of defective execution of the order, the client has the right, at the discretion of the publisher, to rectification or a flawless replacement ad placement, but only to the extent that the purpose of the advertising material has been impaired. In case of the failure of rectification or replacement advertising, the client can withdraw from the advertising order or reduce the compensation.

(4) If any defects in the delivered advertising material are not obvious, the client has no claims in the case of faulty placement. The same applies to errors in repeated ad placements if the client does not point out the error before the next ad placement.

§ 15 Liability of the Publisher

(1) The publisher is liable without limitation for damages caused by the publisher or its vicarious agents if these are intentionally or grossly negligently caused. In the case of slight negligence in the violation of a primary obligation or a secondary obligation, the violation of which endangers the achievement of the purpose of the contract or the fulfillment of the contract in an orderly manner in general and on whose compliance the client may rely (hereinafter "essential secondary obligation"), the liability of the publisher is limited to damages that were foreseeable at the time of contract conclusion typical for the contract. In the case of slight negligence in the violation of obligations that are not essential secondary obligations, the publisher is not liable.

(2) Liability due to fraudulent concealment of defects, assumption of a quality guarantee, as well as liability for the violation of life, body, or health remain unaffected. This does not involve a change in the burden of proof to the detriment of the client.

§ 16 Applicable Law, Place of Performance, Jurisdiction, Partial Invalidity

(1) German law applies.

(2) The place of performance is the registered office of the publisher if the client is a merchant.

(3) In business dealings with merchants, legal entities under public law, public-law special funds, or clients who do not have a general place of jurisdiction in Germany, the place of jurisdiction is the registered office of the publisher. However, the publisher is also entitled to sue the client at any other legal place of jurisdiction.

(4) Should one or more provisions of these terms and conditions be or become invalid or unenforceable, this shall not affect the remaining terms and conditions.

Modellista