for online advertising on the web pages and other online media of
Messe München GmbH, Messegelände, D-81823 München

These Terms and Conditions are a translation of the German version of our Terms and Conditions. In the event of a lack of clarity or questions regarding interpretation, the original German version of these Terms and Conditions shall prevail.

1. Exclusive applicability; Definitions
1.1 Messe München GmbH, hereinafter referred to as “MMG”, markets the MMG web pages as well as other online media belonging to MMG, particularly online newsletters, in its own name and on its own account. All contractual relationships between MMG and its contractual advertising partners (hereinafter referred to as “Customer”) that pertain to the placement of online advertising (“Internet advertising”) shall be governed exclusively by the following General Terms and Conditions. At its discretion MMG may contract third parties (“Service Providers”) to act on behalf of and on the account of MMG. The General Terms and Conditions shall remain applicable irrespectively.
1.2 “Advertising Order” in the sense of the following General Terms and Conditions is the contract for the placement of advertising on the MMG web pages for the purpose of making it accessible to the public.
1.3 The object of the contract is the booked advertisement. The contractual obligation is the placement of the advertisement by MMG.
1.4 “Advertisements” are media data that have been formatted for Internet advertising, particularly those that consist of the following elements: image and/or text and/or sounds and/or moving images (e.g. banners, flashes, etc.) and/or of a sensitive surface that, when clicked on, connects the user to a web address stipulated by the Customer or provided by MMG (e.g. link).
1.5 The version of the General Terms and Conditions that are applicable at the time that the contract is concluded shall be applicable.
1.6 In the event that the Customer uses his own General Terms and Conditions that deviate from these General Terms and Conditions with regard to content, the General Terms and Conditions of MMG shall be applicable. Any different conditions proposed by the Customer shall not be applicable, even if MMG does not object to them specifically.

2. Concluding an advertising order
2.1 An Advertising Order is only binding once it has been confirmed in writing by MMG or a service provider contracted by MMG, which reserves the right to reject an advertisement. The order shall be considered rejected if written confirmation is not sent by MMG or a third party contracted by MMG within a period of 2 weeks after the order is placed by the Customer.
2.2 In the case of orders placed by advertising agencies, the contract shall be concluded with the agency. If the party placing the advertisement becomes a Customer, it must be designated by name by the advertising agency. MMG is entitled to demand written authorization from advertising agencies as well as verification of their commercial status.
2.3 MMG is entitled to change the URL of its web pages. MMG is obligated to inform the Customer about said chance immediately.
2.4 In the event that the URL is changed, the Customer is entitled to cancel the contract for extraordinary reasons, effective at the time that the change is made, within 14 days after the change is announced. Any additional rights on the part of the Customer are expressly excluded.
2.5 The Customer is obligated to provide accurate information when placing the order.
2.6 By placing the order, the Customer recognizes these terms and conditions as being legally binding.
2.7 The Customer has no legal right to have the contract concluded.

3. Changing the scope of service
3.1 The agreed scope of service to be provided by MMG shall be determined in keeping with the technical, legal and commercial conditions for the use of its web pages and online media.
3.2 If the conditions described in Item 3.1 change and said change makes it significantly more difficult for MMG to provide the services as stipulated in the contract, MMG may change or cancel the services or continue to offer services that were once provided free of charge for a fee.

4. Refusal
4.1 The Customer may only use the web pages and other online media including the functionalities and services offered by MMG in keeping with relevant legal regulations and the provisions herein.
4.2 The Customer shall check independently and at its own expense the content and information that it provides to MMG to ensure its accuracy and admissibility with regard to its concrete use before it makes the same available to third parties. This pertains in particular to its legality in keeping with trademark law and copyright law. Copyright marks, brand names and similar elements belonging to third parties may not be changed or eliminated.
4.3 The Customer releases MMG of all claims brought against MMG by third parties that are related to the posted advertisements.
4.4 The Customer shall endeavor to refrain from any unauthorized use of the functionalities on MMG’s web pages and online media and to report any unauthorized use to MMG immediately, as soon as the Customer becomes aware of incursions or other dangers resulting from hacking, viruses, etc.
4.5 These provisions shall apply regardless of whether the Customer was familiar with the materials provided or forwarded by the Customer and the legal provisions.
4.6 In the event of refusal as described in Item 4, the Customer shall still pay the agreed remuneration, unless MMG is able to sell the allocated space to another party.

5. MMG’s right to delete content
5.1 MMG is authorized to disconnect and/or delete any content posted by the Customer on its web pages and online media if it has reasonable suspicion that the content placed there is illegal, particularly as the result of investigation by government authorities or written request to desist by an injured party.
5.2 The disconnection and/or deletion shall, to the extent possible, be limited to the content alleged to be unlawful. The Customer shall be notified immediately about the disconnection and/or deletion and informed of the reasons for the same.
5.3 MMG’s right to terminate the contract for extraordinary reasons due to the Customer’s behavior shall remain unaffected by this.

6. Order processing/provision of data
6.1 The Customer is obligated to provide proper advertising materials that satisfy MMG’s requirements, particularly with regard to format and technical specifications, in due time prior to the beginning of the posting period. “In due time” means 5 working days before the agreed posting date. If the Customer does not meet this obligation and placement is no longer possible, his obligation to pay shall remain unaffected.
6.2 The placement of cookies in ad units is not permitted on MMG web pages.
6.3 The obligation to save documents (especially layout recommendations and specifications, etc.) and files ends the last time that the advertisement is run on the Internet. If the Customer does not demand that the documents and files be returned within 10 days after the last day that the advertisement is run, MMG is entitled to destroy the materials.
6.4 Advertisements that are not recognizable as advertisements may be labeled with the word “Advertisement” by MMG.
6.5 MMG decides where the advertisement is placed. When doing so, MMG shall take the Customer’s interests into account to the greatest extent possible.
6.6 MMG can not guarantee that advertisements for goods or services offered by the Customer’s competitor(s) will not appear within Internet advertising placed by MMG. This also applies to placement within an Internet page.

7. Obligation to give notice of defects
The Customer is obligated to check posted Internet advertising immediately after it is placed online for the first time and to report any obvious deficiencies in writing during the first week that it appears online. Once this period has expired, deficiencies of this type are considered approved. Hidden deficiencies must be reported within one week of discovery and no later than 12 months after the beginning of the statutory period of limitation.

8. Rights of use/Content
8.1 The Customer is responsible for ensuring that he owns all the rights required to use the advertisement in online services and that the advertisement does not infringe upon the rights of third parties. The Customer shall indemnify MMG from all claims from third parties and assume the costs of any necessary legal defense. The Customer shall grant MMG the exploitation rights needed to use the advertisement.
8.2 The Customer guarantees that the advertising observes applicable legal regulations. This especially applies to applicable criminal statutes, child-welfare laws and laws governing the restraint of trade. Item 8.1, Sentence 2 shall apply accordingly. MMG is not obligated to check advertisements provided by the Customer to that end.
8.3 Any digitally transmitted data provide by the Customer must be free of so-called computer viruses, worms and other sources of damage. In particular, the Customer is obligated to use commercially available protection programs designed for this purpose that are up to date. If MMG discovers a source of damage as described above on the data it is provided, MMG shall not make any further use of that data and may delete it if doing so is necessary to avoid or limit damage (especially to keep the source of damage from attacking MMG’s computer system). In this case, the Customer may not lodge any claims for damages. MMG reserves the right to claim damages from the Customer if MMG suffers damages due to sources of damage infiltrated by the Customer.

9. Warranty
9.1 Both parties agree that the advertisement shall be of “usual quality” based on the specifications in the price list and given the scope of the possibilities that apply to the data provided by the Customer.
MMG shall not be answerable for negative deviations in the advertisement from “usual quality” that result from the fact that the Customer did not correctly observe the format and the technical stipulations of MMG. The Customer also understands that, given the current state of technology, compiling a program that is completely free of errors is not possible. MMG assumes no liability for trivial errors or transmission errors.
9.2 MMG accepts no responsibility for the accuracy of materials provided by the Customer as regards content. Ensuring that materials are transmitted properly (e.g. by e-mail or on the telephone) falls within the Customer’s sphere of risk.
9.3 If the Internet advertisement does not correspond to the owed quality as the result of a circumstance for which MMG was responsible, MMG shall ensure that the advertisement is implemented as ordered by immediately posting a replacement in a comparable area/section. MMG has the right to refuse to post a replacement if
• doing so would require an effort that is grossly disproportionate to the Customer’s interest in performance, taking the scope of its contractual obligation into account, or
• doing so would only be possible if MMG incurs disproportionate costs.
9.4 If MMG allows a reasonable deadline for the replacement advertisement to lapse or if MMG seriously and absolutely refuses to run a replacement advertisement or if the replacement advertisement is also faulty, the Customer has the right to cancel a portion of the order or to reduce payment in proportion to the extent to which the purpose of the advertisement was impaired.
9.5 Warranty claims lapse 12 months after the beginning of the statutory period of limitation.
9.6 Information and content offered by the Customer and any other third parties do not belong to MMG and do not reflect the opinion of MMG. Nor will they be checked by MMG for accuracy, completeness or legality.
9.7 Services provided by MMG are subject to the availability of technical prerequisites. Claims to have MMG provide services at all times are unfounded.
9.8 In the event of interruptions in service due to Acts of God and due to circumstances that are beyond MMG’s control and that considerably impair performance by MMG or make it impossible – particularly labor disputes, government regulations, the failure of communication networks and gateways of other providers, such as malfunctions in the area of Telekom services or on the Internet, excessive utilization by other users, etc. – the Customer shall only be entitled to a reduction in remuneration if the impairment of use is sever and lasts for a considerable period of time.

10. Liability
10.1 MMG shall be liable for physical damage (damage resulting from injury to life, body and health) resulting from a breach of duty for which MMG, its legal representatives or its vicarious agents are responsible, as well as for other damage resulting from a deliberate or grossly negligent breach of duty on the part of MMG, MMG, its legal representatives or its vicarious agents.
10.2 Beyond that, MMG shall only be liable for other damage resulting from the negligent violation of fundamental contractual obligations (“cardinal obligations) by MMG, its legal representatives or its vicarious agents. In these cases MMG shall only be liable if said damage is typical damage and not consequential damage, and then only for a maximum of three times of the average annual remuneration; this liability limit applies only to traders, legal persons under public law and special funds under public law.
10.3 MMG shall not be liable for links to the Internet pages of other suppliers that are not within MMG’s area of responsibility. The operators of these pages shall be solely responsible for content and any damages arising from the use of said information.

11. Payment
11.1 The remuneration to be paid by the Customer is based on the price list that is valid when the contract is concluded. Value-added tax will also be charged.
11.2 The remuneration to be paid to MMG is due for payment 20 days after receipt of the invoice.
11.3 MMG reserves the right to change the price list. However, price changes only affect orders confirmed by MMG if they are announced at least one month prior to publication of the advertisement. In the event of a price increase, the Customer has the right to cancel the order. If the Customer does not make use of this right to cancel within one month after the price increase is announced, the price increase will be considered accepted for existing orders.
11.4 MMG’s discount scale shall apply. The first order confirmation that MMG sends to a new Customer marks the beginning of a so-called “rebate year” for a period of 12 months. The rebate year is used to calculate the applicable discount rate. Discounts on order prices are based on gross volume, whereby the volume of orders already placed during the rebate year is added to the volume of the current order. Retroactive discounts shall not be granted on previously placed orders. Once a rebate year comes to an end, a new rebate year begins. This applies to each subsequent rebate year, accordingly. As a rule, package prices/special prices that MMG announces on specific occasions are not eligible for discounts, nor are they included in the discount-rate calculation for subsequent orders.
11.5 For a corporate rebate to be applicable to subsidiary companies, written verification of an ownership share of at least 50 percent is required.

12. Data protection
12.1 Applicable data-protection guidelines shall be observed when processing the advertisement order.
12.2 Information regarding individuals shall be acquired, stored, processed and used by MMG only within the scope of statutory provisions.
12.3 The Customer is entitled to obtain information about stored data that pertains to him at any time. Any consent that the Customer gives to data processing may be revoked at any time.

13. Miscellaneous
13.1 Only German law shall apply. Place of performance is Munich.
13.2 If the parties to this agreement are traders, legal persons under public law or special funds under public law or at least one of the parties to this agreement does not fall within the general jurisdiction of the Federal Republic of Germany, or moves its place of residence or habitual residence out of the Federal Republic of Germany after concluding the contract or their residence or personal whereabouts is unknown at the time that action is brought, the Munich courts shall have jurisdiction for all legal disputes arising from or related to the contractual relationship between the Customer and MMG. MMG is entitled to bring action against the Customer at the court that has jurisdiction for his primary place of business.
13.3 If one or more of the provisions to this agreement are or become invalid in their entirety or in part, the remaining provisions shall remain in effect. Void provisions shall be replaced by provisions that come the closest to the original intent, taking the economic and legal interests of both parties into account.
13.4 Verbal agreements do not exist. To be valid, changes or additions to the provisions of these Terms and Conditions must be in writing.

(Valid as of May 2007)