General Contractual and Business Terms and Conditions of NetDebit GmbH for Webmasters

I. Subject Matter of the Terms and Conditions - Scope

1. NetDebit Service Description

• Within the scope of the Partner Program for Webmasters offered by NetDebit, NetDebit concludes contracts with Webmasters, who, by means of electronic advertising means and in the role of an agent, effectuate the conclusion of contracts between NetDebit and its customers, for which the Webmasters receive a fee (partner contracts). NetDebit coordinates the Partner Program by booking the Webmasters' revenues and paying the Webmasters' fees.

• The Webmaster understands that based on technical circumstances such as possible overload of telecommunications networks, NetDebit is not able to guarantee continuous availability of customers' access to the offers secured by the Webmaster. Therefore, NetDebit's service that is linked to the Partner Program is to grant access to the Internet offers of third parties for 95% of the total time in one month. The Webmaster will be informed accordingly if NetDebit's service must be limited due to maintenance work.

2. Scope

• These Terms and Conditions govern the contractual relationship between NetDebit and Webmasters. The Terms and Conditions are applicable to Webmasters and form the basis of the contractual relationship between the contracting parties. This also applies in the event of underlying contrary terms and conditions on the part of the Webmaster. These will not be accepted by NetDebit, including and especially if NetDebit accepts the contract offer for the conclusion of the Partner Contract with full knowledge of a Webmaster's contrary or deviating conditions. Only if NetDebit has accepted other terms and conditions in writing will these become valid.

II. Implementation of the Partner Program

1. Realization of the Contract

• NetDebit provides Webmasters with an online form. The Webmasters complete the form truthfully and in full and send this contract offer to NetDebit via online form. If the form has been completed truthfully and in full, NetDebit accepts the offer by informing the Webmaster of this. The Webmaster can also be informed electronically. A valid contract between NetDebit and a Webmaster is concluded at the latest with the sending of access data (section 3.) The same applies for supplements, modifications and subsidiary agreements. An agreement is concluded only with Webmasters who are 18 years of age or older or who have obtained the required permission from a legal representative.

2. Explanations within the Scope of the Partner Program

• NetDebit will send all the information concerning this contract to the e-mail address provided by the Webmaster.

3. Sending Access Data via E-mail

• After the conclusion of an effective contract, the Webmaster receives an e-mail containing his personal access data, with which he can access NetDebit's closed area. Here the Webmaster can select among the available Partner Program options. After he has decided to participate in one of the offered programs, either NetDebit or a contractual partner of NetDebit provides the Webmaster with advertising material or a link with his individual Webmaster ID, which he will incorporate in his site.

4. Current Account

• Revenues generated from advertising using the Webmaster's ID are booked by NetDebit to the Webmaster's virtual account (current account) that has been individually created for him.

5. Accrual and Amount of the Webmaster's Fee

• After the conclusion of an effective contract regarding participation in the NetDebit Partner Program, the Webmaster is entitled to advertise the service offer of one or more of NetDebit's contractual partners on the Internet.

• The Webmaster is entitled to receive a fee when an effective contract is concluded between NetDebit and a customer due to the Webmaster's mediation activities.

• The amount of the fee for a mediated contract is based on the current price list of the Partner Program option selected by the Webmaster (link to price list of the Partner Program).

6. Fee Payment

• Payment of the fee is due on the 20th calendar day of the month following the month in which NetDebit transacted business with the customer (subsequent month).

• NetDebit pays the fee due to the Webmaster at the latest 30 days after the end of the month in which NetDebit transacted business with the customer, generally between the 15th and the 20th calendar day of the following month. If the Webmaster does not fulfill his obligations or only partially fulfills his obligations stemming from this contract, and if the breach of contract is not proportionally insignificant, then NetDebit is authorized to exercise its right of retention on the fee due. Payment can be deferred until the matter at hand has been resolved if the revenue cancellation factor determined by NetDebit is 25% higher than the average factor.

• The fee plus the applicable VAT is only paid if the Webmaster can prove every fiscal year by providing his VAT ID number/tax ID number and submitting a valid confirmation of the pertinent tax authorities (e.g., form USt 1 TN) or a tax accountant, that he is authorized to charge VAT pursuant to § 14 section 4 UStG (German Tax Sales Law) on invoices pursuant to § 14 UStG .

• Services and fees in terms of § 14 section 2 clause 2 UStG are settled by NetDebit by means of credit. The credit loses its effect as an invoice if the recipient objects to the credit within a term of two weeks after credit entry. Thereafter, the fee will only be paid after the Webmaster has submitted a proper invoice pursuant to § 14 section 4 UStG.

• In the event of the Webmaster's misrepresentation of his bank account information, the incurred bank transfer fees will be charged to the Webmaster. As a rule, fees that are subject to payment via bank transfer that fall below the amount of € 10.00 in one month are not paid out, but rather can be booked to the current account (section 4.) .

• The fee is paid under the condition that the Webmaster is effectively entitled to the fee. In the event that NetDebit issues payments for which no fee entitlement exists, the Webmaster is obligated to reimburse the paid monies immediately and in full.

• If the Webmaster does not have a bank account in his country of residence that accepts payments by means of standard EU transfers, NetDebit is authorized to issue payments via check. Fees paid via check that fall below the amount of € 50.00 in one month are not paid out, but rather are booked to the current account (section 4.) . When the booked amount exceeds € 50.00, then this amount will be included in the next payment sent via check to the Webmaster.

7. Involvement of Third Parties in Contract Execution

• NetDebit retains the right to employ third parties for the fulfillment of its service obligations. In this respect, the Webmaster is obligated to cooperate with these third parties and recognize their service as a NetDebit service. In this context, third parties can also be affiliates in terms of §§ 15 et. seqq. of the German Stock Corporation Act.

• The Webmaster is not authorized to involve third parties in the fulfillment of his contractual obligations without the express consent of NetDebit. However, NetDebit will only refuse to consent if an important reason exists that could threaten the purpose of the contract.

8. Processing Attachments of Debt

• If a claim of the Webmaster against NetDebit is attached by a third party, then the Webmaster will be charged a processing fee in the amount of € 25.00 as flat-rate compensation for damages. The Webmaster is permitted to prove that the damages were not incurred or that they are significantly less than the flat charge.

9. Processing Tax Investigation Requests

• If NetDebit receives a request from the tax investigation office of the tax authorities regarding the contractual relationship between the Webmaster and NetDebit, then the Webmaster will be charged a processing fee in the amount of € 25.00 as flat-rate compensation for damages. The Webmaster is permitted to prove that the damages were not incurred or that they are significantly less than the flat charge.

III. Obligations of the Webmaster/Consequences of Breach of Obligations

1. Webmaster's Liability vis-à-vis NetDebit

• Unless otherwise stipulated by other provisions of these Terms and Conditions, the Webmaster is liable for all claims by NetDebit from the contractual relationship as well as from illegal actions.

• The Webmaster is liable for any breach of contractual obligations by his employees and for any illegal actions perpetrated by these employees as well as for other obligations stipulated in this section in the same way as he is liable for his own culpable actions.

2. Webmaster's Responsibility for His Own Contents/Indemnification of NetDebit and Its Contractual Partners for External Contents

• The Webmaster is responsible for the links and contents of the websites he operates. After conclusion of the contract regarding his participation in the Partner Program, the Webmaster is obligated to formulate the contents of his website and other electronic applications in accordance with prevailing legal requirements. In particular, legal provisions regarding criminal, youth protection and fair competition laws must be taken into account.

• The Webmaster indemnifies both NetDebit as well as NetDebit's partners from the claims of third parties that are enforced due to the culpable violation of legal provisions during the Webmaster's service provision. NetDebit and its partners are indemnified from paying the legal expenses for mounting the required defense. NetDebit and its partners are entitled to require the Webmaster to pay an appropriate advance for this. The Webmaster is obligated to support NetDebit in good faith with the provision of information and documents during its legal defense against third parties.

3. Obligation to Store Access Data/Webmaster's Liability

• The Webmaster may not disclose his access data for the respective Partner Program, especially for confidential data of NetDebit contractual partners, to third parties. The Webmaster must always keep his access data safe and protect them from third-party access using suitable measures. The Webmaster is liable for damages that are his fault caused by third-party access to data used within the scope of the Partner Program.

4. Webmaster's Duty to Furnish Information

• Before participating in a Partner Program, the Webmaster must inform himself about the pertinent current General Terms and Conditions, which can be accessed at www.netdebit.de.

• The Webmaster must immediately inform NetDebit about any illegal use of the Partner Program. The Webmaster is further obligated to answer NetDebit's questions immediately and truthfully.

5. Obligation to Store Customer Data

• If the Webmaster received personal customer data from NetDebit, then these data must be handled in accordance with prevailing data privacy laws.

6. Transfer/Offset by the Webmaster

• Transferring Webmaster receivables from this contractual relationship requires the prior written consent of NetDebit. Section 354a HGB (Commercial Code) is not affected by this.

• The Webmaster may only offset using his own claims if these have been determined to be legally in force, are undisputed or have been explicitly acknowledged by NetDebit.

7. Ensuring Protection of Minors

• Webmasters domiciled in Germany whose Internet offers contain pornographic contents in the form of pictures, text or audio are obligated to secure their sites against access by minors with a minor protection system that complies with the requirements of §§ 184 et. seqq. StGB (Criminal Code) and § 4 JMStV (Agreement to Protect Minors in the Media).

8. Cooperation with Limiting Cancellations

• The Webmaster must do everything in his power to keep the cancellation factor of the business mediated by him as low as possible and to help ensure that this number will not be 25% higher than the average cancellation factor.

9. Blocking Accounts

• If the Webmaster does not fulfill his contractual obligations to more than a negligible degree, then NetDebit retains the right to block the Webmaster's account. This applies in particular if the Webmaster is suspected of fraud.

IV. Confidentiality/Privacy Protection/Protection of Computer Systems

1.Data Confidentiality

• Except for cases in which the provision of data stems from a legal obligation or is associated with an official or legal procedure, neither of the parties will disclose data they receive during the fulfillment of their contractual obligations to third parties.

2. Trade Secrets

• The parties are obligated to confidentiality. This comprises all customer data and the trade secrets of the respective other party. Trade secrets are all facts associated with the business that are not public knowledge but rather are only known to a limited number of people and for whose confidentiality there exists a justified economic interest and that should be kept confidential according to expressed or discernible wishes.

3. Data Privacy Guarantee

• NetDebit collects, saves and processes data within the scope of the Partner Program in accordance with the provisions of NetDebit's Privacy Policy.

4. Protection of Computer Systems

• The parties are obligated to take the appropriate precautions to protect their computer systems from unauthorized and accidental deletion of data, damage or modification.

5. Obligation of the Webmaster's Employees

• The Webmaster informs the people working for him (employees and contractors) of the provisions regarding confidentiality and data privacy and obligates them to compliance.

V. Liability

1. Limitation of Liability to Pay Damages

• All content of the Webmaster's websites and his other electronic applications is considered as external information by NetDebit for which the Webmaster is solely responsible.

• NetDebit is liable for contractual claims and claims outside of the contract due to damages caused by the Webmaster only in case of intent and gross negligence. In the event of a significant violation of contractual obligations, in the event of debtor's delay and if NetDebit must justify impossibility of providing service, then NetDebit is also liable for culpable violation of obligation towards its employees and vicarious agents.

2. Liability Limitation for Damages Typically Foreseen

• Except in case of intent/gross negligence on the part of NetDebit and in case of gross negligence by NetDebit's legal representatives, employees or vicarious agents, NetDebit's liability is typically limited to foreseeable damages at the closing of this contract.

3. Liability in the Event of Loss of Data

• In the event of loss of data by the Webmaster, NetDebit's liability is limited to foreseeable damages. The foreseeable damage is the typical expense required to restore the destroyed data upon fulfillment of the Webmaster's subsequent obligation. The Webmaster must regularly back up his data in machine-readable format in such a manner that they can be restored with reasonable effort.

4. Liability of Legal Representatives, Employees and Vicarious Agents

• To the extent that NetDebit's liability is excluded or limited, then this also applies to the liability of NetDebit's legal representatives, employees and vicarious agents.

5. Non-Validity of Liability Limitation in Certain Cases

• The above liability limitation is not valid for damages to life, limb or health and in the event of mandatory legal regulations such as product liability law.

VI. Transfer/Offset by Partners/Debit Procedure

• NetDebit is entitled to transfer its rights and obligations defined in the contract between NetDebit and the Webmaster in whole or in part to third parties with a cancellation period of four weeks. In such case the Webmaster is entitled to terminate the contract, at the time of the transfer becoming effective, without being required to comply with the cancellation period.

• NetDebit is entitled to offset all claims against the Webmaster or to recover these by means of a direct debit transfer from a bank account belonging to the Webmaster which the latter has disclosed to NetDebit, as long as the Webmaster is in agreement with the direct debit transfer.

VII. Contract Duration

• The contract is concluded for an indefinite period.

• The contract can be terminated at the end of a month by both NetDebit as well as the Webmaster with a cancellation period of three months. Termination for significant reason remains independent of this regulation.

• A significant reason entitling NetDebit to extraordinary termination exists in the following instances:

• The Webmaster files for bankruptcy. The same applies in the event a creditor of the Webmaster files for bankruptcy.
• The Webmaster violates significant contractual obligations, including in particular violations against data privacy laws and confidentiality obligations.
• The Webmaster commits a criminal act that is associated with the Partner Program.

• Termination requires the written form.

• After ordinary or extraordinary termination, the Webmaster must immediately release all documents that were made available to him. He must immediately discontinue using the Partner Program. The Webmaster's authorization to advertise the services and/or products of partners is revoked as soon as the termination takes effect.

VIII. Fee Modifications (Fee Amounts)

• NetDebit informs the Webmaster of any fee changes by sending him an e-mail to the e-mail address provided by the Webmaster.

• If the Webmaster does not object to the fee change within two weeks (receipt of statement at NetDebit is decisive), or if the Webmaster continues the contractual relationship by continuing to use the NetDebit service, then the rate change is effective for the Webmaster. The Webmaster will especially be asked to take note of this legal situation stated in the advance notice.

IX. Final Provisions

1. Modification of the Terms and Conditions

• NetDebit reserves the right to change or amend these Terms and Conditions in the future. Modification of these Terms and Conditions will occur in accordance with the method described in section VII.

• If the Webmaster does not object to the modification of the Terms and Conditions within two weeks (receipt of statement at NetDebit is decisive), or if the Webmaster continues the contractual relationship by continuing to use the NetDebit service, then the change is effective for the Webmaster. The Webmaster will especially be asked to take note of this legal situation stated in the advance notice.

2. Prevalence of German Law/Jurisdiction

• These Terms and Conditions are subject to German law.

• If the Webmaster is a registered merchant or if he does not have a place of general jurisdiction in Germany, then, to the extent permissible, the District Court of Düren or the Regional Court of Aachen are solely responsible for disputes arising from or in connection with this contract. The same applies if the Webmaster has moved his domicile or usual residence abroad after these conditions have become effective, or if his usual residence or domicile are not known at the time a legal action was filed.

• Status: 20.04.2007