Terms and Conditions

Preamble

These terms and conditions («Terms») govern the contracts concluded between Tanit and the client («Client»). Terms and conditions of the client shall not apply unless Tanit expressly agrees to such
terms and conditions in writing.

Tanit’s services may include, in particular, Research Brand & Talent Opportunities / Research culture relevant moments & people, Talent Casting, Fee & Usage Rights Negotiation, Purchasing,
Contracting & Invoicing, Talent Handling & Relationship Management, Usage rights & KPI monitoring and Usage Rights Extension & Prolongation as outlined in the respective offers.

§ 1Subject matter of the contract
and service modules

The Client commissions Tanit with the services specified in the offer (s) («Service»). The offer («Offer») and the Terms form the entire agreement («Contract»). If the parties agree on additional
or alternative Services during the term of this Contract, the corresponding offers shall also be governed by these Terms.

In the event of ambiguities or contradictions between the provisions of the Offer and the Terms, the provisions contained in the Offer shall take precedence over the provisions of the Terms.

The parties shall coordinate the details and implementation of the cooperation on an ongoing basis in close cooperation.

§ 2Services by Tanit

Insofar as the commissioned service includes the involvement of talents (influencer, etc.) («Talent») at the Client’s request, their involvement shall be carried out in close coordination between
Tanit and the Client. Bookings are only made in consultation with the client and after written approval of the costs.

§ 3Services of the Client, reimbursable expenses, invoicing

The Client shall pay for the service provided by Tanit in accordance with the remuneration rates or flat-rate remuneration set out in the Offer.

All prices are subject to the statutory value added tax.

Tanit may invoice a deposit of 100% of the defined third-party costs (invoice immediately due for payment) at the moment of commissioning in order to cover external invoices that are due. Bookings
are only made in consultation with the client and after written approval of the costs.

Other necessary expenses (e.g. expenses, travel costs, license costs) shall be reimbursed separately at no extra charge upon presentation of receipts and invoices.

Reimbursable travel expenses include rail (1st/2nd class), economy class tickets for intra-European flights and business class tickets for international flights as well as overnight stays
in an appropriate hotel.

The Client shall make payments within 30 days after proper invoicing to the account specified in the Offer.

§ 4Cooperation of the Client

In the interests of trustful cooperation, the Client shall make available all data essential for Tanit’s performance for strictly confidential treatment, insofar as the Client’s cooperation
is required and has been communicated to the Client by Tanit in good time.

The Client shall provide Tanit in good time with all information, rights and documents necessary for the fulfillment of the Contract.

If the Client does not comply with its duty to cooperate in good time, the Client shall be responsible for all associated consequences, in particular a possible delay in the fulfilment of the
respective Service.

§ 5Copyrights and other rights of use to content

Unless otherwise stated in the Offer, the Client shall be granted a non-exclusive, non-transferable right to the relevant content to publish these works created by Tanit or the Talent for the
Client during the term and in the territory specified in the Offer for commercial and non-commercial purposes.

If the Client provides Tanit with copyright-protected or other protected content such as, in particular, texts, photographs, graphics, other audio or video files or software applications, trade
marks the Client guarantees that it holds the necessary copyrights and rights of use. The Client shall grant Tanit all rights of use required for the fulfillment of the Contract with regard to the
content provided. The Client guarantees that he can also grant these rights to third parties. The above shall apply mutatis mutandis with regard to the consent of persons depicted with regard
to personal rights.

§ 6Compliance with moral principles and legal provisions

Tanit reserves the right not to create and make publicly accessible contributions of any kind and to refuse services that violate journalistic or moral principles or applicable legal provisions.
This includes in particular knowingly disseminating untrue, misleading or rumor-based information; indecent, threatening, sexist, obscene or pornographic content; personal attacks based
on criteria such as race, nationality, ethnic origin, religion, gender, sexual preference, political or philosophical views, occupation or disability.

§ 7Contact person and contact address

For the implementation of the Contract, the Client and Tanit shall designate fixed contact persons immediately after the conclusion of the Contract. Both parties shall ensure that contact persons
are appointed who can be reached at appropriate times for the purposes of fulfilling the contract.

A change in the named contact persons requires notification in text form.

§ 8Liability and obtaining legal information

Both parties shall be liable in the event intent or gross negligence in accordance with the statutory provisions. Damage caused by slight negligence shall only be compensated if it is a breach
of a material obligation (cardinal obligation). In cases of a slightly negligent breach of a material obligation, the amount of liability shall be limited to the typical foreseeable damage.

Claims for damages under the Product Liability Act and for damages resulting from injury to life, limb or health remain unaffected by the above limitations of liability.

The above limitations of liability shall also apply in favor of any legal representatives and vicarious agents of the parties involved.

Tanit indemnifies the Client against any claims by third parties due to infringement of rights by the content created by Tanit.

Tanit’s services expressly do not include legal advice or checking editorial or journalistic content for compliance. Tanit expressly recommends having the general legal compliance checked
by qualified legal advisors and can obtain this service for the Client from third parties on behalf of and for the account of the Client. If the Client wishes to obtain legal advice, Tanit will
only obtain legal advice upon notification of the Client to Tanit. The notification must be in text form.

§ 9Realization of communication goals, good conduct

Tanit assumes the obligations set out in the Contract, but does not guarantee the realization of communication goals in connection with obligations arising from the Contract. The strategies and
campaigns designed by Tanit, as well as the proposals for action derived from them, are to be understood as recommendations that must be verified by the Client in each individual case and checked
with regard to their implementation.

Irrespective of the performance obligations agreed in this Contract, each of the parties shall protect the interests of the other party as far as possible, in particular refrain from doing anything
that could harm the interests of the other party. The parties shall not make negative public statements about the other party. Both parties undertake to observe the principles of loyalty, respect
and good conduct.

The parties shall generally and for the duration of this Contract ensure compliance with all applicable laws, rules and regulations, including (but not limited to) all anti-corruption laws and
regulations.

§ 10Confidentiality

The parties are entitled to disclose the fact of the conclusion of this contract to third parties, but not the content, unless otherwise contractually agreed or required by legal obligations.

The parties agree to maintain confidentiality regarding confidential information. «Confidential information» is all information and documents of the respective other party that are marked as confidential or are to be regarded as confidential due to the circumstances, in particular information about operational processes and know-how.

Such confidential information is exempt from this obligation,

  1. which were demonstrably already known to the recipient when the contract was concluded or which subsequently become known to the recipient from a third party without violating
    a confidentiality agreement, statutory provisions or official orders;
  2. which are publicly known at the time the Contract is concluded or are made public thereafter, unless this is due to a breach of Contract;
  3. which must be disclosed due to legal obligations or by order of a court or authority. As far as permissible and possible, the recipient obliged to disclose will inform the other party
    in advance and give it the opportunity to take action against the disclosure.

The parties shall only grant access to confidential information to those persons who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this Contract. Furthermore, the parties shall only disclose the confidential information to those employees who need to know it for the execution of this contract and shall also oblige the employees to maintain confidentiality to the extent permitted by labor law for the period after their departure.

§ 11Offsetting and assignment of rights

Set-offs can only be exercised with undisputed, legally established or conceded counterclaims. Neither party shall be entitled to assign its rights and/or obligations under this Agreement in whole or in part without the prior written consent of the other party.

§ 12Final provisions

There are no ancillary agreements. Amendments and supplements to this Contract must be made in writing. This also applies to the waiver of this written form requirement.

Insofar as written form is stipulated in this Contract, notifications and other declarations by email shall satisfy the form requirement. In particular, notifications and other declarations by email satisfy the text form requirement.

This Contract does not create a partnership or joint venture between the parties. Neither party is authorized to represent the other party or to act in any way as a representative of the other party unless otherwise agreed in writing.

Should any provision of this Contract be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of this agreement. Rather, the provision that is suitable for achieving the objective of the invalid provision shall be deemed to have been agreed. This applies mutatis mutandis to any loopholes in this agreement.

The law of the Federal Republic of Germany shall apply without its conflict of law provisions. Berlin is agreed as the place of jurisdiction.