General Terms and Conditions of Business

by Matern and Lehle GbR, hereinafter referred to as "Yung & Frish"

1. Area of application

1.1 The following Terms and Conditions shall apply to all contracts concluded between Yung & Frish andthe Client. They shall also apply to all future business relations, even if they are not even expressly agreed.

1.2 Conflicting terms and conditions or terms and conditions deviating from these General Terms andConditions which are not expressly acknowledged by Yung & Frish shall not become part of the contract,even if Yung & Frish does not expressly object to them.

1.3 All agreements made between Yung & Frish and the Customer for the purpose of executing thisAgreement are set forth in writing in this Agreement.

2. Copyright and rights of use

2.1 The order placed with Yung & Frish is a copyright contract. The subject matter of the contract is theintellectual-creative performance of Yung & Frish manifested in its design pattern (e.g. draft, final artwork,photograph), which is to be exploited by way of multiplication and distribution, as well as the granting ofrights of use to this performance. The provisions of the law on contracts for work and services and thecopyright law shall apply.

2.2 The Works of Yung & Frish are protected as personal intellectual creations by the Copyright Act, theprovisions of which shall be deemed agreed even if the level of creation required under Section 2 (2)UrhG has not been reached. Yung & Frish are thus entitled in particular to the copyright claims under §§97 et seq. UrhG.

2.3 The drafts and final artwork including the copyright designation may not be changed in the originalnor in the reproduction without the express written consent of Yung & Frish. Any complete or partialimitation is not permitted. If the client violates these provisions, he shall forfeit a contractual penalty in theamount of 100% of the agreed remuneration. If the parties have not agreed on a remuneration, the usualremuneration for the services rendered according to the fee guidelines of the BDG shall be used for thecalculation.

2.4 The works of Yung & Frish may only be used for the agreed type of use and the agreed purpose to theagreed extent. In the absence of an express written agreement, the purpose of the contract shall only bethe purpose made recognizable by the Client when placing the order.

2.5 Yung & Frish shall transfer to Customer the rights of use required for the respective purpose (Section2.4). Unless otherwise agreed, only the simple right of use is transferred. The Client acquires the right touse the Work within the agreed scope upon full payment of the contractual fee. In any case, Yung & Frishremains entitled, even if it has granted the exclusive right of use, to use its designs and reproductionsthereof within the framework of its own advertising in all media.

2.6 The transfer of granted rights of use to third parties requires the prior written consent of Yung & Frish.

2.7 Repeated uses (e.g. reprints) or multiple uses (e.g. for another project) are subject to a fee and requirethe prior consent of Yung & Frish.

2.8 Yung & Frish shall be named as the author in the event of reproduction, distribution, exhibition, inpublications about the work and/or public reproduction of the designs and final artwork. If the Clientviolates the right to be named, Yung & Frish may, without proof, demand a contractual penalty in theamount of 100% of the agreed fee in addition to the remuneration owed for the design services. The rightof Yung & Frish to claim higher damages in case of concrete calculation of damages remains unaffected. Ifthere is no remuneration agreement, the usual remuneration for the services rendered according to thefee recommendations of the BDG shall be used for the calculation of the liquidated damages.

2.9 Proposals and instructions of the client for technical, creative and other reasons and his othercooperation shall not constitute a joint copyright, unless otherwise expressly agreed in writing.

2.10 If the Client wishes to apply for formal property rights (registered design, utility model, trademark)with respect to the drafts, final artwork or other work of Yung & Frish for registration in an official register,this shall require the prior written consent of Yung & Frish.

3. Fees and their due date

3.1 The preparation of drafts is already subject to a fee, unless expressly agreed otherwise in writing. Allfees are net amounts, payable plus statutory value-added tax, without deduction within two weeks of thedue date.

3.2 The fees are due upon delivery of the work. If work is delivered in parts, the corresponding partial feeshall be due upon delivery of the respective part. In the case of the first partial delivery, a partial fee shall be paid which shall amount to at least half of thetotal fee. If the execution of an order extends over a longer period of time, Yung & Frish may demandpartial payments in accordance with the work performed.

3.3 Suggestions and instructions of the Client for technical, design and other reasons as well as his othercooperation shall not affect the amount of the fee.

4. Fringe benefits, ancillary and travel expenses

4.1 Additional services, such as research, reworking or modification of drafts, creation and submission offurther drafts, modification of working drawings as well as other additional services (author's correction,production supervision and others) shall be charged separately according to the time spent.

4.2 Incidental technical costs incurred in connection with the design work or with design execution work(e.g. for models, interim reproductions, layout typesetting) shall be reimbursed.

4.3 Costs and expenses shall be charged for travel which is necessary after consultation with the Clientfor the purpose of executing the order and use.

4.4 Payment for additional services shall be due after they have been rendered. Disbursed additionalcosts are to be reimbursed as incurred. Remuneration and ancillary costs are net amounts which are to bepaid plus the statutory value added tax.

5. Third-party services

5.1 Yung & Frish shall commission creative services from third parties (e.g. photographs, models) or thecommissioning of services from third parties in the course of the implementation of use (lithography,printing, shipping) on behalf of and for the account of the Client. The Customer shall grant Yung & Frishthe corresponding written power of attorney for this purpose.

5.2 If Yung & Frish, at the instigation of the Customer, contracts out services in its own name and for itsown account, the Customer undertakes to indemnify Yung & Frish internally against all liabilities arisingfrom the conclusion of the contract. This includes in particular the assumption of all costs.

5.3 If Yung & Frish assigns external services in its own name and for its own account at the instigation ofthe Customer, it shall be entitled to demand an appropriate advance payment from the Customer.

6. Cooperation of the client

6.1 The Client is obliged to provide Yung & Frish with all documents necessary for the creation of theDesign in due time. This concerns in particular texts, photos, logos, graphics, films, pieces of music, etc.

6.2 The Customer assures that he is entitled to use all documents which he provides to Yung & Frish. Healone is responsible for the correctness and completeness.

6.3 The Customer shall provide the Documents in a form agreed upon between Yung & Frish and theCustomer. In the absence of specific agreements, Customer shall provide the Documents electronically ina common storage format.

7. Data delivery and handling

7.1 Yung & Frish is not obliged to release data material in any form of content, screen designs and otherdrafts, programming and other information to the Client. Use by third parties is excluded. If the Clientdesires the surrender of computer data, this shall be agreed upon and remunerated separately.

7.2 If Yung & Frish makes computer files available to the Customer, these may only be used to the extentagreed. Modifications or changes of copyrighted data (e.g. logos, photos and illustrations) may only bemade with Yung & Frish's written consent.

7.3 The risk and costs of transporting data carriers, files and data shall be borne by the Customer,regardless of the means of transmission.

7.4 Yung & Frish shall not be liable for defects in data carriers, files and data that occur during datatransport to the Client's system.

7.5 Layouts, preliminary drafts, drafts and screen designs delivered to the Client in printed form may notbe copied, digitized or otherwise further processed and/or passed on to third parties without the writtenconsent of Yung & Frish and must be treated confidentially by the Client. This also applies to all digitallycreated layouts, preliminary drafts, drafts and screen designs.

8. Ownership and obligation to return

8.1 Only rights of use shall be granted to all drafts, final artwork and conceptual services, irrespective ofwhether they are executed or not, but no rights of ownership shall be transferred. This also applies toelectronic data. Originals shall be returned undamaged to Yung & Frish no later than three months afterdelivery, unless expressly agreed otherwise.

8.2 In case of damage or loss of the drafts or final artwork, the Client shall reimburse the costs necessaryto restore the originals. Yung & Frish reserves the right to claim further damages.

9. Correction, production monitoring and document samples

9.1 Prior to the execution of the reproduction, the Customer is obliged to submit accepted proof samplesto Yung & Frish.

9.2 Production supervision by Yung & Frish shall not take place in principle. If Yung & Frish hasexceptionally taken over the supervision of the production on the basis of a special written agreementwith the Customer, Yung & Frish shall be entitled to make the necessary decisions at its own discretionand to give corresponding instructions to third party companies. Yung & Frish shall be liable for errorsonly in case of its own fault and in accordance with clause 10.

9.3 Yung & Frish shall be provided free of charge with an appropriate number of perfect specimen copiesand/or corresponding documentation of all reproduced work, which shall enable us to demonstrate theuse and quality to third parties.

9.4 The risks of transporting documents of any kind as well as concepts, designs and their executions,whether belonging to Yung & Frish, the Client or third parties, shall be borne by the Client.

10. Warranty and liability

10.1 Yung & Frish shall only be liable for damages which it or its vicarious agents cause intentionally or bygross negligence. Excluded from this are damages resulting from the breach of a contractual obligationwhich is essential for the achievement of the purpose of the contract (cardinal obligation), as well asdamages resulting from injury to life, body or health, for which Yung & Frish shall also be liable in case ofslight negligence. As far as Yung & Frish is not accused of intentional breach of contract, the liability fordamages shall be limited to the foreseeable, typically occurring damage.

10.2 Claims of Customer arising from a breach of duty by Yung & Frish or its vicarious agents shallbecome statute-barred one year after the statutory commencement of the limitation period. Excludedfrom this are claims for damages according to 10.1; for these the statutory limitation periods shall apply.

10.3 The Customer is obliged to submit complaints and notices of defects of any kind whatsoever inwriting to Yung & Frish within 14 calendar days after delivery of the Work. After expiry of this period forcomplaints, the Work shall be deemed to have been accepted free of defects.

10.4 The release of production and publication is the responsibility of the Client. With the release, theClient assumes responsibility for the technical and functional correctness of text, image and design. If, inexceptional cases, the Client delegates the release in its entirety or in parts to Yung & Frish, the Clientshall release Yung & Frish from liability. Excluded from this is the liability of Yung & Frish or its vicariousagents for intent and gross negligence.

10.5 For orders which Yung & Frish places with third parties on behalf of and for the account of the Client,Yung & Frish shall not assume any liability or warranty vis-à-vis the Client, with the exception of a possiblefault in the selection. In this respect Yung & Frish acts only as an intermediary.

10.6 If the order is placed with third parties in the name and for the account of Yung & Frish, theCustomer hereby assigns to Yung & Frish all warranty claims, claims for damages and other claims towhich it is entitled against the third party company arising from defective, delayed or non-delivery. Theclient undertakes to first attempt to enforce the assigned claims against the external company beforemaking a claim against Yung & Frish.

10.7 Yung & Frish shall not be liable for the protectability or registrability under copyright, design patent ortrademark law of the drafts or other design work which it provides to the Client for use. The Client shallconduct design, utility model or trademark searches itself and at its own expense.

10.8 Yung & Frish shall not be liable for the legal admissibility of the intended use, in particular theadmissibility under competition and trademark law. It is only obliged to point out legal risks, as far asthese become known to it during the execution of the order.

10.9 Customer shall indemnify Yung & Frish against all claims made by third parties against Yung & Frishdue to conduct for which Customer is responsible or liable according to the content of the contract.Customer shall bear the costs of any legal action.

10.10 Unless otherwise provided above, the liability of Yung & Frish is excluded.

11. Design freedom and templates

11.1 Yung & Frish shall have freedom of design within the scope of the order. Complaints regarding theartistic design are excluded. If the Employer wishes to make changes during or after production, he shallbear the additional costs.

11.2 If the execution of the order is delayed for reasons for which the Employer is responsible, Yung & Frishmay demand an appropriate increase in the remuneration. In case of intent or gross negligence on thepart of the Customer, Yung & Frish shall furthermore be entitled to claim damages.

11.3 The materials provided to Yung & Frish (e.g. texts, photos, samples) are used under the condition thatthe Customer is entitled to use them. If, contrary to this assurance, he is not entitled to use them or if thetemplates are not free of third party rights, the Customer shall indemnify Yung & Frish internally against allthird party claims for damages.

12. Termination of the order

12.1 With the order confirmation by the Client the order becomes binding for the Client, i.e. for Yung &Frish's services the agreed price is to be paid after acceptance. This order is revocable only within thescope of the legal provisions.

12.2 If the Customer cancels or stops an ordered service, Yung & Frish shall be entitled to claim theagreed remuneration for the already performed service phase including the phase in which thecancellation took place, as well as the reimbursement of all direct investments, corresponding expensesand consequential damages.

12.3 Yung & Frish shall notify the Client of the completion of the individual service phases and undertakesto give the Client the opportunity to assess the phase completion.

12.4 If the Client terminates the contract, no rights of use shall be transferred to the Client. An additionalcompensation for use shall not apply.

12.5 All produced idea sketches, detailed drafts, objects, volumes, data carriers and other models shall bereturned to Yung & Frish without delay, copies of data shall be deleted.

13. Availability, maintenance

13.1 Any liability of Yung & Frish for data loss caused by technical failures, interrupted data transmissionsor other problems in this context is excluded.

14. Online transmissions, search engines

14.1 Various customer-specific settings are determined online. The transfer of such data takes place at therisk of the Customer without any guarantee from Yung & Frish via the Internet.

14.2 The Customer is aware that data specified by him for registration (keywords, descriptions) aretransmitted on the Internet and are generally accessible after inclusion in a search engine.

15. Privacy

15.1 Yung & Frish points out according to §33BDSG that personal data will be stored in the context of theexecution of the contract and may be forwarded to involved cooperation partners, vicarious agents andservice providers of Yung & Frish.

16. Place of performance

16.1 Place of performance for both parties is Munich.

17. Final provisions

17.1 The invalidity of one or more of the above provisions shall not affect the validity of the remainingprovisions. The ineffective provision shall be replaced by an effective one which realizes the economicpurpose pursued with it as far as possible.

17.2 The law of the Federal Republic of Germany shall apply with the exception of the UN Convention onContracts for the International Sale of Goods.

17.3 The place of jurisdiction shall be Munich if the Customer is a merchant, a legal entity under publiclaw or a special fund under public law or has no general place of jurisdiction in Germany. Yung & Frishshall also be entitled to bring an action at the Customer's place of business.

18. Other

18.1 Meeting minutes transmitted by Yung & Frish shall be binding unless Customer objects immediatelyupon receipt.

18.2 These General Terms and Conditions shall also apply to future transactions of the parties.

18.3 Amendments to the contract, supplements and collateral agreements must be made in writing to beeffective. The written form requirement shall also apply to any waiver of this formal requirement.

18.4 Deviating terms and conditions of the Customer shall not be recognized by Yung & Frish. This shallalso apply if they are not expressly contradicted.

Status: December 1, 2023