TeleWord: General Terms and Conditions of Business

1 General Conditions

1.1 TeleWord UG (haftungsbeschränkt) (operating under the business name "TeleWord") offers its services to its contracting partners (subsequently referred to as "Partners") exclusively on the basis of the following General Terms and Conditions of Business (GTCB), as well as the relevant sections of the description of TeleWord's services. Both the GTCB and the specific, relevant sections of the description of TeleWord's services requested by the Partner constitute the fundamental components of the contractual agreement.

1.2 Should the Partner's GTCB conflict with or deviate in any way from those described in the present document, they are hereby declared inapplicable and ineffectual even without explicit objection from TeleWord.

1.3 The contract comes into force upon TeleWord's receipt, acceptance, and confirmation of the completed and signed TeleWord application form. TeleWord's provision of service also indicates acceptance of the Partner's application form.

2 The Object of this Agreement

2.1 TeleWord's telephone service enables the Partner to offer information, entertainment, or other content ("Value-Added Services") that must be paid for.

2.2 TeleWord's service is limited to the provision of service and transfer of data traffic between the Partner and the Partner's client(s). The actual provision of the content of the Value-Added Service to the Partner's client(s) remains the sole responsibility of the Partner.

3 Range of Services / Force Majeure

3.1 As agreed upon within the framework of this contract, TeleWord provides the specific services chosen by the Partner in accordance with the limits of TeleWord's current technical and operational facilities.

3.2 The amount of the Partner's remuneration and/or the reimbursement of claimable costs are established in the relevant, current TeleWord price list, which is also a fundamental component of this contract.

3.3 The possibility of temporary breaks in TeleWord's service is recognized and acknowledged by both parties to this contract, and shall not constitute a breach thereof. These breaks may be due to force majeure, labor conflicts, measures taken by government agencies, as well as to unforeseen technical problems or technical modifications to TeleWord's equipment or the equipment of TeleWord's technical service providers or other related parties in connection with routine maintenance or the upgrading of the TeleWord network.

4 Obligations of the Partner

4.1 The Partner is obliged to keep her / his password secret and to keep it protected from third parties. The password is to be changed immediately if it is suspected that its secrecy has been compromised in any way.

4.2 The Partner is required to inform TeleWord immediately in case of any change of name, postal address or bank details in any way related to this contract.

4.3 The Partner is expressly and explicitly forbidden from offering or providing any illegal or objectionable content via or in connection with any service offered by TeleWord. Specifically, the Partner is obliged to conform with the current version of the "Code of Conduct for Telephonic Value-Added Services" issued by the Voluntary Self-Monitoring Telephonic Value-Added Services Association (known in German as "FST"). This code is known to the Partner and will be provided to the Partner by TeleWord via the Internet upon request.

4.4 The Partner bears sole responsibility for the contents of the Telephone Value Added Services in accordance with Paragraph 5, Sections 1 and 2 of the German TeleService Law (TDG). TeleWord - in acting solely as an access agent as defined in Paragraph 5. Section 3 of the TDG - bears no responsibility whatsoever for the contents of the offer of the Partner or any firm the Partner's might work with in relation to her / his offering(s).

4.5 When providing her / his Value Added Services, the Partner is required to provide customers with her / his company name, address, as well as the name and address of any legal commercial representatives she / he might have in accordance with paragraph 6 of the TDG. The Partner is likewise required to appropriately inform customers that the content being offered is exclusively her / his own or identify it as belonging to an identified third party. The Partner must also clearly inform customers of the price(s) of the service(s) being offered in advertising and through a clearly worded message before beginning to offer the service(s).

4.6 TeleWord's service being limited to the provision of access, the Partner must not give the impression that TeleWord is offering either its own content or content for a third party. If the Partner is negligent in this obligation, according to paragraph 6 TDG, TeleWord is authorized to pass the corresponding information on to third parties if they express plausible interest.

4.7 The Partner furthermore guarantees to keep these contractual obligations when contents belonging to other providers - or offers from sub-providers - are included in her / his Value-Added Service(s) offer (cf. paragraph 5 section 2 of the TDG). In such cases, the Partner is obliged to make certain that sub-providers conform with the above-mentioned stipulations.

4.8 The Partner guarantees that the services promised to the customer will be delivered as promised.

4.9 In case of any liability caused by the Partner's violation of her / his contractual obligations, the Partner must compensate TeleWord for any and all damages that incur as the result, including third-party-related damages.

5 Billing / Terms of Payment / Supplementary demands / Withholding of payment

5.1 TeleWord will collect the remuneration for Value-Added Service(s) on behalf of the Partner from TeleWord's service-provider partners. This will be done in accordance with the agreement(s) between TeleWord and its service providers.

5.2 TeleWord will pay its Partner(s) the portion due to the Partner for providing the offered service to the Partner's client(s) in accordance with the price list. This payment will be made to the extent that TeleWord receives remuneration from its service provider partners.

5.3 The parties to this contract agree that any loss related to non-collection of payment or demand for payment as it is connected to the relation between the contracting parties will not be borne by TeleWord. This particularly concerns cases in which monies owed to TeleWord by its service provider partners cannot be collected.

5.4 The portion of the payment due to the Partner will be calculated no later than four weeks from the end of the accounting month. Actual payment will be either by bank transfer or sending a check about six to eight weeks after end of the accounting month, provided TeleWord has received the corresponding remuneration from its service provider partners. The Partner has the option to arrange other payment modalities with TeleWord; however, the Partner has no right of this; the cost of this service appears on the TeleWord price list.

5.5 In case of erroneous payment to the Partner such as over-payment, double payment, etc., TeleWord reserves the right to rectify the situation with the next payment due.

6 Duration / Termination of the Contractual Relationship

6.1 The duration of this contract is open ended and can be terminated in writing by either party at any time without advance notice. Termination of the contract in no way influences the earned amount due to the Partner.

6.2 TeleWord is entitled to terminate the contract for cause upon discovery that the Partner has intentionally provided false or misleading information in regard to her / his credit rating, bank details or postal address.

6.3 TeleWord is entitled to terminate the contract for cause and without prior notice if the Partner perpetrates a grave violation - despite warning - of her / his recognized obligations in regard to the contents of the Code of Conduct of the telephone Value-Added Services of the FST e.V. or an obligation from Paragraph 4 of this contract. Furthermore, TeleWord reserves the right to demand compensation in such cases. The right of exceptional termination for other reasons is granted to both parties.

6.4 In case a violation of the duties mentioned in Paragraph 4, TeleWord is furthermore entitled to terminate the Partner's access to the TeleWord system immediately.

7 Liability

7.1 TeleWord's liability for possible material damages due to deliberate action or gross negligence regardless of legal cause is in accordance with the stipulations of section 7.2 that follows. There is no liability for incidents resulting from casual negligence except in cases of a violation of the fundamental ("cardinal") terms of this contract. In such a case, TeleWord is liable for damages at a level that are to be considered normal or foreseeable for the Partner's business activity.

7.2 TeleWord bears unlimited liability in case of deliberate violation of its contractual or legal duties - except for the cardinal duties. In cases of gross negligence, TeleWord's liability is limited to 5.000 euros.

7.3 TeleWord's liability for the action of its assignees is in accordance with the stipulations of paragraphs 7.1 and 7.2.

7.4 TeleWord's liability for the consequences of technical problems and interruptions in its services is in accordance with paragraph 3.3 of this document. If the problem is attributable to the Partner, TeleWord retains the right to indemnity.

8 Maintenance

The Partner has no claim to indemnity because of loss of possible use during necessary maintenance operations unless this loss can be proven to be the result of intentional action or gross negligence on the part of TeleWord. TeleWord will make all reasonable effort to keep maintenance-related downtime to a minimum within the limits of existing technical and operational capabilities.

9 Telephone Confidentiality and Privacy Issues

TeleWord will only gather, process, or use the Partner's personal data in so far as she / he grants consent, or as permitted or required by the German Privacy Protection Law (BDSG), Telecommunication Law (TKG), or Telecommunication service firm - Privacy Protection Regulation (TDSV).

10 Legal Venue / Legal Jurisdiction

10.1 Berlin is venue for all legal disputes in connection with this contract, provided that the Partner in question is a legal commercial entity. TeleWord, however, reserves the right to make any legal claims at the general legal venue of the Partner without influencing the previously mentioned exclusive jurisdictional venue in any way.

10.2 The Law of the Federal Republic of Germany has precedence for all details of the juristic relationship between TeleWord and the Partner.

11 Final Stipulations / Transfer of rights and obligations / Written communication

11.1 Verbal secondary agreements do not exist. Deviations from this contract must be likewise set in written form, as does any unilateral statement by either contracting party, for example objections, termination notice, etc. Also deviations from the written form must be set in written form.

11.2 The Partner may not transfer the rights and duties assigned to her / him by this contract. Should any stipulation of this contract prove to be either fully or partially invalid or lacking, the validity of the other stipulations remains unaffected. In such cases, the corresponding legal regulation takes precedence over the invalid stipulation.