SALES TERMS AND CONDITIONS

Signing a contract with the service provider means agreeing to the terms and conditions outlined below. Advertisement agencies and other customers are referred to as Advertisers.

Reservation of commercial time

Commercial time is reserved only subsequently to a written agreement to the emission schedule provided by Media5.

Emission orders

1. Orders are definitively confirmed reservations, including emission hours and dates. Orders must be confirmed and signed by Media5.

2. Emission dates and times are outlined solely for informational purposes; advertisement blocks will be defined according to their place in the program, and not according to specific emission hours. Tele5 can, according to customer needs, modify some elements of its program. The advertiser is not entitled to liability claims.

3. The price contained in the order is the definitive price and is nonnegotiable once the order is signed by Media5.

4. Orders submitted and signed by an Advertiser cannot be transferred onto a different Advertiser. The same applies to all parts of the order.

5. No commercial spot can be emitted by Tele5 without confirmation form Media5.

6. Signed emission orders should be mailed to Media5 within 10 days from the reservation date, but no longer than 10 days from the date of the first commercial emission.

7. If the reservation is submitted less than 14 days prior to emission date, the order must be signed and given to Media5 within 24 hours of receiving the order form.

8. Deadlines regulated in points 6 and 7 can be changed only if Media5 agrees to such changes in writing.

9. Not adhering to the above deadlines is equivalent to cancelling emission reservations.

10. Once the order has been signed it is admissible, subject to Media5’s consent, to exchange the commercial product/service for another commercial product/service provided by the same Advertiser, without additional costs. The exchange is possible only if advertisement times and order values remain the same, and changes are specified not more than 10 days before emission time.

11. Media5 reserves the right to refuse orders.

12. If Media5 determines, after accepting an order, that the Advertiser’s financial situation is unstable or that bankruptcy proceedings have been initiated, or that the Advertiser has announced liquidation, Media5 reserves the right to discontinue providing services, even after accepting an order. The advertiser is not entitled to liability claims.

Advertisement materials

1. Advertisers must hold copyrights and derivative rights to advertisement materials, to the extent required in order to emit these materials on Tele5. A signed statement proclaiming that the Advertiser holds these rights and that the materials provided to Media5 do not violate the rights of third parties must be supplied in written form along with advertisement materials.

2. The Advertiser is required to be in possession of documents which confirm the admissibility of the distribution of advertised products in Poland. Media5 may request the Advertiser to provide these documents along with advertisement materials.

3. Providing tapes 2 business days before the planned emission is subject to a fee of 500PLN, payable to Media5.

4. The Advertiser is required to inform Media5 about all delays in supplying advertisement materials.

5. Advertisement materials cannot be supplied to Media5 later than 3 days before the planned emission date. If tapes are not supplied in time the Advertiser will be charged with full emission costs for not used commercial time.

6. Advertisement materials are subject to acceptance concerning technical and substantive content by the Tele5 Technical Office. Media5 reserves the right to refuse materials which violate laws. Acceptance of materials by Media5 does not indemnify the Advertiser from all responsibility for the commercial’s content. If Media5 discovers that the advertisement materials violate abovementioned technical requirements, it will be required to remove the materials from air space, if possible, and reserves the right to charge the Advertiser with costs in accordance with the current price list. The Technical Office also oversees the length of supplied materials, If the materials supplied are longer than specified in the order, and the emission deadline does not allow for the Advertiser to provide corrected materials, the amounts on the invoice will be augmented by an additional fee, in accordance with the current price list. Time used in all other advertisement forms, including product placement, or incorporating product names in programs, are subject to the Technical Office’s supervision.

7. Media5 will not accept advertisement materials containing any type of propaganda, including political, worldview or religious opinions.

8. Advertisement materials may pertain to more than one product or service offered by the Advertiser, or contain elements promoting another advertiser’s products, only if Media5 issues a written consent. Emission of such materials requires additional payments, in accordance with current price lists.

9. Commercial films that have not been accepted for substantive reasons will be returned to the Advertiser, so that he may make adjustments which enable emission. If this is not possible, the film will be rejected by Media5.

10. Returned or rejected commercial films are considered as not supplied.

11. Advertisers should supply advertisement materials to Media5’s office in electronic form in a format meeting technical requirements, or on DVD, or by uploading it on a designated server.

Claims

1. If the advertisement’s emission did not take place or contained technical visual or audio errors through the fault of Tele5, Media5 will establish a subsequent, free of charge, emission date, during the same hour frame as the initial emission time set by the Advertiser, as long as the advertiser submits a claim within 30 business days of the flawed emission.

2. Media5 will answer all claims in writing. In case of unsubstantiated claims, all technical costs linked with the analysis of claims will be covered by the Advertiser.

3. Commercials aired up to 20 minutes before or after the time specified in the order shall be considered as aired in accordance with the order. Media5 reserves the right to change commercial block schedules of commercials emitted after unformatted programs (e.g. transmissions or feature films).

4. Media5 is not responsible for services not provided or incorrectly provided due to force majeure, including failures, strikes, deaths, assassinations, etc.

5. If Tele5 or any other companies participating in airing commercial spots were to interrupt their emissions due to reasons stemming from their country of residence, the Advertiser will not be entitled to liability claims and the partially emitted materials will be invoiced.

6. If Tele5 or any other companies participating in airing TV programs were to lose their licenses, or if the emission or distribution of a program are interrupted, orders are automatically canceled. Advertisers will not be entitled to liability claims and the partially emitted materials will be invoiced.

Cancelling orders

1. Resignations concerning entire orders or the emission of individual commercials are payable to the amount of: 10% of the value of the entire order, if the resignation is voiced 15 business days before the date of the first advertisement’s emission, 50% of the value of the entire order if the resignation is voiced 14 to 10 business days before the date of the first advertisement’s emission, 100% of the value of the entire order if the resignation is voiced less than 10 business days before the date of the emission of the first advertisement.

2. Resignations must be submitted in writing to the attention of Media5.

Sponsoring

1. Sponsoring transactions are regulated by separate agreements, which can differ from the regulations outlined above.

2. Cancellation or modification of sponsoring orders is subject to separate agreements.

Payment terms

1. The Advertiser is required to pay a sum equal to 100% of the value of the ordered commercial time and send a payment confirmation bearing a bank stamp via fax, not later than 7 business days before the planned emission of the first advertisement. In case of orders for emissions lasting a period of over 2 weeks, payments may be done in installments for each 2-week period, 7 business days before a given two-week period. If payments are not regulated within the deadlines outlined above, Media5 reserves the right to cancel remaining advertisement spots. In addition, the Advertiser will be obliged to pay delay penalties for each day of delay.

2. If the Advertiser is the Media5 Advertising Agency, the commission fees will not exceed 15%, calculated based on the price of the entire order, minus any discounts awarded by Media5.

3. Media5’s prices pertain to the entire service. Published prices do not include tax; VAT and other applicable public fees and taxes will be added to the net prices.

5. Any disputes stemming from the above General Sales Terms and Conditions will be settled by a court in Warsaw, where Media5’s headquarters are located.

6. All matters not regulated by the above terms and conditions are regulated by the Polish Civil Code and other applicable Polish regulations. If any of the above provisions are in violation of the Polish Civil Code, the provision will be replaced without delay by one that does not contain such a violation.

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