Customer AGBs

General Terms and Conditions (GTC) of KG Media Factory GmbH, KG Media Factory Rhein-Main GmbH and KG Media Sports GmbH (hereinafter referred to as "KG Media") for orders for film productions and journalistic or generally creative work (hereinafter referred to as "Production")

Gender note: For reasons of better readability, the simultaneous use of the language forms male, female and diverse (m/f/d) is dispensed with.

Preamble

The following GTC govern the contractual relationship between the client and KG Media. Any general terms and conditions of the client are hereby expressly rejected insofar as they contradict the following GTC. Insofar as deviating agreements have been made in an order, these shall take precedence over the GTC.

1. provision of services

The client shall specify the task on the basis of which the planning for the fulfillment of this task shall be carried out. KG Media will then - if agreed - create a written concept. If written concepts are created in the course of contract initiation, these are to be remunerated even if the order is not placed, unless otherwise agreed

2. obligations of the client

The client is obliged to support KG Media in the production with all means at his disposal free of charge. In particular, all information necessary for production must be made available to KG Media and its employees. If the use of the client's premises is necessary for the execution of the order, the client must guarantee KG Media and its employees access to these premises. A contact person authorized to make decisions in connection with the execution of the order must be named to KG Media at the latest when the order is placed in writing. In particular, this contact person is authorized to make legally effective declarations regarding any production extensions, changes to the production target or production deadlines and any resulting additional expenses and acceptance. The client has no authority to issue instructions to KG Media employees.

3. costs

The prices quoted or agreed by KG Media in the offer are subject to the proviso that the order data on which the offer and any written concept are based remain unchanged. The prices quoted are in euros plus statutory VAT. The client is entitled to demand changes to the content and scope of the production. This also applies to parts that have already been produced and delivered. If changes lead to a time delay or to additional expenditure or render advance services already provided useless and this is not merely insignificant in each case, KG Media shall inform the contact person authorized to make decisions named in Section 2 of the anticipated extent of the delay and the additional expenditure. If the contracting parties then fail to reach an appropriate adjustment of the agreed price, KG Media shall be entitled to reject the request for change. An additional agreement in text form must be made on all changes to services before the start of execution, in which in particular additional remuneration and changes to the time schedule are to be recorded, and are not included in the order remuneration (unless expressly listed in the order): Raw material, open project files for editing and graphic content, duplications, any foreign language versions, travel costs, standard conversions from German to international television standards (NTSC, SECAM), music rights (in particular Gema and publishing fees), license costs for e.g. photos as well as rights for other protected material. Any travel expenses incurred will be agreed with the client in advance, approved by the client and invoiced on the basis of receipts. Meal allowances shall be calculated in accordance with the currently applicable travel expense guidelines.

4 Delivery times and deadlines

All delivery times and deadlines specified by KG Media are non-binding, unless they are expressly designated as binding by KG Media in writing. KG Media shall endeavor to meet all deadlines to the best of its ability. If KG Media waits for cooperation or information on the part of the client or if the execution of the order is hindered in accordance with Section 7 below or due to other circumstances for which KG Media is not responsible, the delivery times and deadlines shall be deemed extended by the duration of the hindrance and by a reasonable start-up time after the end of the hindrance. 50% of the agreed remuneration or partial remuneration still outstanding shall be invoiced in the event of cancellation or postponement of scheduled and commissioned services or partial services by the client up to 5 working days before the start of production, 75% up to 48 hours before the start of production and 100% thereafter. KG Media must, however, take into account the expenses it saves as a result of the cancellation or postponement or which it acquires or maliciously fails to acquire through other use of its labor. Cancellation must be made in writing

5. acceptance and obligations to cooperate

KG Media shall be responsible for the organizational, artistic and practical execution of the production until acceptance by the client. KG Media is free to choose the technical means and the technical implementation of the production. The work results to be produced by KG Media in the course of the individual project phases must be accepted separately by the client in each case. A first correction loop in pre-production and post-production is free of charge. The pre-production phase, including concept and storyboard, must be approved before the start of production. If acceptance (see below) does not take place in good time, delays and additional costs shall be borne by the client. Acceptance of a work result (partial performance) created within the scope of a project phase shall make it the legally binding basis for the subsequent project phases. Upon acceptance of the last project phase, KG Media's services shall be deemed to have been accepted as a whole (= final acceptance). The success of the final acceptance shall not affect the previous acceptances of the individual partial services; acceptance of partial services or the final production shall be deemed to have taken place in good time upon receipt of the written (e-mail or fax is sufficient) notification of provision by KG Media, provided that the client either expressly grants acceptance or does not refuse acceptance in writing (e-mail or fax is sufficient) within two weeks. The actual use of contractual services of KG Media by the client shall also be deemed as acceptance. The assertion of defects is excluded if these are based on instructions or specifications or agreed obligations to cooperate (in particular the provision of materials) of the client or its vicarious agents; acceptance cannot be refused due to insignificant defects. In the event of non-acceptance due to justifiably asserted defects, the client shall give KG Media the opportunity to rectify the defects if and insofar as the rectification is possible and appropriate and reasonable for both parties.KG Media is entitled to demand appropriate advance payments after completion of the production if acceptance is delayed for reasons for which the client is responsible (max. 80% of the outstanding remuneration plus any advance payments for additional costs to be borne by the client).All KG Media products will be watermarked until final acceptance.

6. terms of payment

Payments are due upon invoicing and, unless otherwise agreed, must be made within 14 days of invoicing at the latest. Any invoice complaints must be submitted within 10 days of invoicing. If a term of payment is agreed, the client guarantees the receipt of payment by KG Media by the date of expiry of the term of payment.

7 Performance disruptions

The parties are entitled, but not obliged, to take out cancellation insurance at their own expense for any loss of production, which also includes KG Media's full remuneration claims for the production, insofar as a contractual partner is prevented from fulfilling its obligations as a result of force majeure in accordance with paragraph 3 below, it shall be released from these obligations. The other contracting party shall be released from its corresponding counter-performance obligations to the extent and for as long as the contracting party is prevented from fulfilling its obligations due to force majeure. Force majeure is an external, unforeseeable event that cannot be averted, or cannot be averted in time, even through the application of reasonably expected care and technically and economically reasonable means. This includes, in particular, natural disasters, pandemics, terrorist attacks, war, power failure, failure of telecommunications connections outside the parties' sphere of risk, strike and lockout, insofar as the lockout is lawful, or statutory provisions or measures of the government or of courts or authorities (irrespective of their lawfulness).the contractual partner affected by force majeure must notify the other contractual partner immediately and inform them of the reasons for the force majeure and the expected duration. It shall endeavor to use all technically possible and economically justifiable means to ensure that it can fulfill its obligations again as quickly as possible. The contracting parties shall cooperate as far as possible in rectifying errors and disruptions.

8. copyrights, rights of use and exploitation/reservation of title and rights

Until all claims arising from a production order have been fulfilled, the materials provided by KG Media shall remain the property of KG Media (retention of title). The client shall not be entitled to the agreed rights of use and exploitation of the services provided by KG Media until the agreed remuneration has been paid in full. Films, images, graphics and/or texts supplied by KG Media are protected by copyright and are available to the contractual partner for the duration of the agreement and for the agreed purposes. Any further use, in particular modification, is only permitted with the written consent of KG Media. All materials and other materials provided by the client for the respective production (e.g. employees/shooting locations) are excluded from the granting of rights. This also includes the brands and/or logos used by the client. The client shall be responsible for clarifying and - if necessary - obtaining the rights to these, and the parties shall not assert any rights of set-off, retention or lien against each other, unless the claims are undisputed or have been legally established

9. warranty / liability

The client must notify KG Media immediately in writing (by e-mail or fax is sufficient) of any defects that occur. KG Media's warranty shall be governed by the provisions of the German Civil Code (BGB) on contracts for work and services, unless otherwise stipulated below, and both parties shall only be liable for damages, for whatever reason, to the following extent: Both parties shall be liable without limitation for damage to life, body and health resulting from a negligent or intentional breach of duty and for damage covered by liability under the Product Liability Act, as well as for all damage resulting from intentional or grossly negligent breaches of contract and fraudulent intent on the part of their legal representatives or vicarious agents. Insofar as one party has given a guarantee of quality with regard to the service or parts thereof, this party shall also be liable within the scope of this guarantee. The parties shall also be liable for damages caused by simple negligence insofar as this negligence concerns the breach of such contractual obligations, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligations). Otherwise, the parties shall not be liable. The limitations of liability contained in this paragraph shall also apply insofar as the liability for the legal representatives, executive employees and other vicarious agents is concerned. Both parties are at liberty to plead contributory negligence. In particular, neither party shall be liable to the other if the occurrence of the damage could have been avoided by fulfilling the obligation of the other party. KG Media shall not be responsible for data loss or hardware malfunctions caused by incompatibilities of the components present on the client's IT system with the hardware or software used by KG Media and for system malfunctions that may arise due to existing misconfigurations or older, disruptive (driver) software that has not been completely removed.

10 Insurance

Items provided by the client for the provision of services (e.g. objects, materials as well as employees and filming locations) are not insured by KG Media, in particular not against vandalism, theft, fire or water. In this respect, it is the responsibility of the client to ensure adequate insurance cover.

11 Confidentiality

Each party undertakes vis-à-vis the other to keep secret all information provided, made accessible or otherwise made known to it in connection with a production and not to disclose it to any third party.

12. other agreements

KG Media is revocably entitled to refer to the client and its commissioned production in the context of social media channels and on its own website. In particular, references to the production, its full or partial use or the use of brands or other trademarks of the client by KG Media for the purpose of self-promotion are permitted until expressly revoked. KG Media is also entitled to use icons / stock library motion designs created exclusively for a production for other productions after a period of 5 years from acceptance.KG Media is also entitled to incorporate its company logo in the credits of the production

13. place of fulfillment, place of jurisdiction

The place of performance for the mutually owed services is the registered office of KG Media. The exclusive factual and local place of jurisdiction for merchants is Munich. The applicable law in the matter is German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

14 Mediation clause

The parties agree that in the event of disputes in connection with the execution or termination of a production order, a mediation procedure shall be conducted before recourse to the ordinary courts. Details shall be regulated in a mediation agreement. This shall not apply in the event that one party seeks interim legal protection to enforce its rights, provided that the other party has previously been given sufficient opportunity to remedy any breach of contract