§ 1 General Provisions

1) These General Terms and Conditions shall apply to all contractual agreements with IVORY MEDIA GROUP, IVORY ENTERTAINMENT (hereinafter referred to as the “Agency”) and to all activities performed by the Agency, in particular in the areas of concept development, Creative Direction, photo, film, content, event and show production, artist, talent, model, speaker, creator and influencer placement and/or booking, management, as well as advertising, PR and communication services, unless expressly agreed otherwise in text form.

2) Terms and conditions of the Contracting Party shall only apply if expressly accepted by the Agency in writing. Any deviating terms and conditions of the Contracting Party that have not been expressly accepted by the Agency in writing shall not be binding upon the Agency, even if the Agency does not expressly object to them in text form or orally. These General Terms and Conditions of the Agency shall also apply to future contractual agreements and activities of the Agency.

§ 2 Offers / Prices and Presentations

1) Offers made by the Agency are subject to change and non-binding unless their binding nature is expressly confirmed in text form in the respective offer. The scope of services shall be determined by the Agency’s written order confirmation.

2) All prices are exclusive of the applicable statutory value-added tax (VAT).

3) The development of conceptual and creative proposals by the Agency with the aim of concluding a contract shall, without prejudice to any deviating arrangements agreed in individual cases, be subject to remuneration. Copyrights, rights of use, ownership rights and other rights relating to works created by the Agency in connection with a presentation shall remain with the Agency until full payment has been received.

Upon full payment, copyrights, rights of use and ownership rights shall pass to the Contracting Party in accordance with § 6 of these General Terms and Conditions. Payment of a presentation fee shall not result in the transfer of copyrights, rights of use or ownership rights.

4) Agency and Placement Commissions

The Agency shall be entitled to receive remuneration or commissions for placement, booking, management and agency services from both the Contracting Party and the artist, talent, creator, influencer, model or speaker being placed, as well as from their management or agency and from other participating third parties. Unless expressly agreed otherwise, such remuneration claims shall be legally and economically independent of one another.

5) Third-Party Costs and Expenses

Where third-party services or costs are required for the performance of an assignment, including in particular artists, talents, models, creators, speakers, production service providers, technical services, venues, travel, accommodation, transportation or other third-party services, such costs shall be borne by the Contracting Party in accordance with the respective offer or individual assignment.

Third-party services approved by the Contracting Party and bindingly commissioned by the Agency shall remain payable by the Contracting Party even if they subsequently cannot be used or can only be used in part, insofar as cancellation free of charge with the respective third party is no longer possible.

§ 3 Payment Terms

1) Invoices issued by the Agency shall be due for payment immediately upon receipt without deduction, unless otherwise agreed, without the need for a payment reminder by the Agency.

2) All payments shall be made free of charges to the registered place of business of the Agency.

3) The Agency expressly reserves the right to refuse cheques or bills of exchange. If accepted, they shall be accepted only on account of performance. Discount charges and bill-of-exchange charges shall be borne by the Contracting Party and shall always be due immediately. The same shall apply to letter-of-credit charges and transfer fees charged by a foreign bank commissioned by the Contracting Party.

4) In the event of default in payment, the statutory default interest shall apply. The Agency reserves the right to claim any further damages resulting from such default.

§ 4 Performance and Cooperation Obligations of the Contracting Party

1) The Agency shall be entitled to determine at its discretion which and how many Agency employees are deployed to perform the services and reserves the right to make changes at any time.

2) The Agency shall be entitled to render partial services and, where services are subject to acceptance, may request partial acceptance.

3) If the Contracting Party fails to comply with its cooperation obligations despite a reminder in text form, it shall be deemed to be in default of acceptance. In such case, all outstanding claims of the Agency shall become due for immediate payment irrespective of any services that remain outstanding. The Agency shall furthermore be entitled to determine new performance dates at its discretion, taking into account its other commitments.

4) In the event of delay by the Agency, the Contracting Party shall have a right of withdrawal in accordance with the statutory provisions. Any required grace period must be set in text form and shall be at least four weeks. If such grace period expires without performance, the Contracting Party shall be entitled to withdraw from the contract. The right of withdrawal shall apply only to the part of the services affected by the delay, unless the remaining services cannot reasonably be used by the Contracting Party without that part.

5) Unless the Contracting Party has expressly reserved a right of consultation, the selection of third parties shall be made by the Agency in accordance with the principle of achieving an appropriate balance between cost efficiency and the best possible result within the meaning of the respective contract with the advertiser.

§ 5 Principles of Cooperation

1) The Contracting Parties shall exchange, mutually, promptly and comprehensively, all information that is important or considered important for the performance of the contract. All materials required for the performance of the contract shall be made available to the Agency without undue delay upon request.

2) The Contracting Party shall appoint a responsible contact person/project manager.

§ 6 Copyright / Rights of Use / Third-Party Rights

1) The Contracting Parties agree that works created in connection with the performance of the contract are protected under the applicable statutory provisions, in particular copyright law. All rights to works supplied by the Agency and to protectable services provided in connection with contracts and contractual negotiations, including offers, shall remain with the Agency.

Rights shall only be transferred to the Contracting Party to the extent expressly agreed in the respective individual contract and subject to the condition precedent of full payment of the remuneration owed.

2) The Contracting Party shall ensure that materials and content provided by it in connection with the contract are free from third-party rights and that, to its knowledge, no other rights exist that would restrict or exclude their contractual use. Should any third party assert claims of any kind in relation to the aforementioned materials or content, the Contracting Party shall bear full liability in this respect and shall indemnify the Agency accordingly.

3) The Contracting Party shall ensure that, in connection with every act of use, the Agency or any third party designated by the Agency is visibly credited as the author.

4) The Agency shall in particular be entitled to use knowledge and experience gained in the performance of contracts for the performance of similar assignments elsewhere.

In particular, the Agency shall have the unrestricted right to present the work created for demonstration purposes, including presentation within its own or third-party businesses, at trade fairs, seminars, exhibitions or other comparable occasions. In particular, the Agency shall be entitled to use the works for its own promotional purposes. This shall apply only insofar as no third-party rights are infringed, in particular personality rights, image rights, name rights or other rights of participating artists, talents or other rights holders.

5) Rights of Artists, Talents and Other Third Parties

Where the contractual services include the participation of artists, talents, creators, influencers, models, speakers or other third parties, the Contracting Party shall acquire in relation to their names, likenesses, performances, recordings or other protected contributions exclusively those rights of use and exploitation that have been expressly agreed in the respective individual contract or booking and validly granted to the Agency or the Contracting Party.

Any use beyond this scope, in particular with regard to duration, media, territory, paid advertising, advertising campaigns, testimonial use, editing, as well as use or onward transfer by sponsors or other third parties, shall require a corresponding express agreement regarding such rights.

The Agency shall not be obliged to provide any rights beyond those granted to it by the respective rights holder.

§ 7 Legal Permissibility

1) The Contracting Party shall bear the risk regarding the legal permissibility of the works.

The Contracting Party shall be obliged to review the work results and their legal permissibility at its own expense and to provide the Agency with the result of such review without undue delay in text form. This shall apply in particular where the works and related advertising measures may violate provisions of competition law, copyright law or specific advertising laws.

2) Under no circumstances shall the Agency be liable for factual statements concerning the Contracting Party’s products or services contained in communication materials. In particular, the Agency shall not be liable for the eligibility for protection or registration under patent, design or trademark law of ideas, proposals, concepts, designs or similar materials supplied under the contract.

§ 8 Artists’ Social Security Levy / Collecting Societies

1) Where an Artists’ Social Security Levy (Künstlersozialabgabe – KSA) is payable in connection with artists, talents, speakers, creators, influencers, models or other participants placed or booked by the Agency, such levy shall not be included in the agreed fees, remuneration, booking fees, production fees or agency fees of the Agency.

2) As between the Contracting Party and the Agency, any Artists’ Social Security Levy attributable to artistic or journalistic services performed for the Contracting Party or its event shall be borne by the Contracting Party. Where the Contracting Party is liable for such levy under applicable law, it shall be responsible for the proper declaration and payment thereof.

3) If, notwithstanding the foregoing provision, the Agency is held liable by the Künstlersozialkasse, the German Pension Insurance (Deutsche Rentenversicherung) or any other competent authority pursuant to mandatory statutory provisions in respect of remuneration for services performed for the Contracting Party or its event, the Contracting Party shall indemnify the Agency internally against the resulting Artists’ Social Security Levy and/or reimburse the Agency for corresponding payments.

Mandatory statutory provisions governing liability for the levy vis-à-vis the competent authorities shall remain unaffected.

4) Where contractual services fall within the repertoire of GEMA, GVL or other collecting societies, the Contracting Party shall obtain the required rights itself and shall bear the resulting costs unless expressly agreed otherwise.

§ 9 Cancellation, Postponement and Non-Performance of an Event

1) If an event, production or other commissioned project is cancelled, discontinued or materially postponed for a reason attributable to the Contracting Party or falling within its sphere of risk, services already performed by the Agency as well as costs already incurred or binding and non-cancellable commitments entered into with artists, talents, management companies, service providers and other third parties shall remain fully payable.

2) Where separate cancellation or non-performance terms have been agreed for artist, talent, creator or speaker bookings, such terms shall take precedence in relation to the respective booking and shall become part of the contractual relationship with the Contracting Party, provided that they were communicated to or approved by the Contracting Party prior to the binding booking.

3) Any additional agreed agency, concept development, production and project management services shall be remunerated according to the stage of completion reached at the time of cancellation.

4) If an event, production or other service cannot be performed in whole or in part due to force majeure or another event for which neither party is responsible, services already performed by the Agency as well as costs already incurred and binding, non-cancellable commitments entered into with artists, talents, management companies, service providers and other third parties shall remain payable.

In all other respects, the parties’ performance obligations shall be suspended for the duration and to the extent of the impediment. Any deviating cancellation or force majeure provisions contained in the respective individual contract or booking shall take precedence.

§ 10 Client Protection / Non-Circumvention

1) Artists, talents, creators, influencers, models, speakers, presenters, dancers and other participants, as well as their management companies, agencies, representatives or other intermediaries, who have been placed, introduced or engaged in connection with an assignment by the Agency may not, for a period of 24 months following the most recent engagement placed or handled by the Agency, be booked, commissioned or engaged by the Contracting Party, directly or indirectly and in circumvention of the Agency, for follow-up assignments, subsequent events or other services.

Any corresponding follow-up enquiries and follow-up bookings shall be handled through the Agency unless expressly agreed otherwise.

2) This shall also apply to direct or indirect bookings through affiliated companies, management companies, agencies, representatives or other third parties insofar as such booking circumvents the Agency.

3) For each culpable breach of this obligation, the Contracting Party shall pay a contractual penalty of EUR 10,000. The Agency’s right to claim further damages shall remain unaffected; any contractual penalty paid shall be credited against any further claim for damages.

§ 11 Requests for Changes

Requests by the Contracting Party for changes that deviate from the agreed contractual services shall only be implemented by the Agency insofar as they are reasonable for the Agency, in particular with regard to workload and scheduling.

The Agency may request an appropriate adjustment of the contractual terms, in particular an increase in remuneration and/or postponement of deadlines. The Agency shall notify the Contracting Party of the requested contractual adjustment. The Contracting Party shall object without undue delay in text form if it does not agree to the requested adjustment.

§ 12 Right of Retention / Set-Off

1) The Contracting Party may only set off claims against the Agency against claims that are undisputed, finally adjudicated by a court and acknowledged.

2) The Contracting Party may only exercise a right of retention against claims of the Agency where the corresponding counterclaims are undisputed or have been finally adjudicated by a court.

§ 13 Liability

1) Claims by the Contracting Party for damages and reimbursement of expenses (hereinafter referred to as “Claims for Damages”), irrespective of their legal basis, in particular arising from breach of obligations under a contractual relationship or tort, shall be excluded. In particular, the Agency shall not be liable for lost profits or other financial losses suffered by the Contracting Party.

2) The foregoing limitations of liability shall not apply where the Agency has assumed a guarantee or procurement risk. They shall furthermore not apply where liability is mandatory, for example under the German Product Liability Act, in cases of gross fault, in cases involving injury to life, body or health, or in cases involving breach of material contractual obligations.

3) Claims for damages arising from a breach of material contractual obligations shall, however, be limited to the damage typical for the contract and reasonably foreseeable, unless gross fault is involved or liability arises due to injury to life, body or health.

4) This shall not result in any change to the burden of proof to the detriment of the Contracting Party.

5) To the extent that the Agency’s liability is excluded or limited, this shall also apply to the personal liability of its employees, workers, staff members, legal representatives and vicarious agents.

§ 14 Confidentiality

Both Contracting Parties shall maintain confidentiality regarding all facts that become known to them as a result of the engagement. This shall also apply to documents provided or created in the course of the cooperation as well as to the contractually agreed remuneration. The Parties’ confidentiality obligations shall survive termination of the contract.

§ 15 Governing Law

The contractual relationship shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the Uniform Law on the International Sale of Goods under the Hague Convention and the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG).

§ 16 Text Form

1) Amendments, supplements and ancillary agreements relating to individual contracts, as well as other contractually relevant declarations and approvals, may be made in text form, in particular by email, unless a stricter form has expressly been agreed or is required by law.

§ 17 Place of Performance and Jurisdiction

1) The place of performance shall be Berlin, Germany.

2) The exclusive place of jurisdiction for disputes arising out of this contract shall be Berlin, Germany, where the Contracting Party is a merchant, a legal entity under public law or a special fund under public law; has no general place of jurisdiction within the territory of the Federal Republic of Germany; or, following conclusion of the contract, relocates its domicile, registered office or habitual residence outside the territory of the Federal Republic of Germany, or its domicile, registered office or habitual residence is unknown at the time legal proceedings are commenced.

§ 18 Miscellaneous

Should any provision of these General Terms and Conditions be or become invalid or void in whole or in part, the validity of the remaining provisions shall remain unaffected.

Version: 2026