General Conditions Distributors

Article 1. Definitions
1.1 DigiNewsPress B.V., DNP; the company that provides software and content of newspapers to LD
1.2 Local Distributor, LD; any company, partnership or other organization that has a contract with DNP to print and distribute newspapers on behalf of DNP.
1.3 Agreement; the signed contract between DNP and LD arranging variables outside the General Conditions.
1.4 CLiENT; DigiNewsPress CLiENT is an Internet based software application that allows the download and printing of newspaper publications from around the world. CLiENT offers single copy printing as well as bulk printing.
1.5 Content; being the digital version of newspapers.
1.6 Publication Day; Monday to Sunday, with the exception of certain holidays designated by publishers from time to time.
1.7 Publisher; the company that supplies newspaper content.
1.8 Sales Report: monthly report of sales, digitally available in the CLiENT software.
1.9 Territory: the specified area where LD can print and distribute the newspapers.

Article 2. General
2.1 The general conditions are an integral part of the agreement between DNP and LD.
2.2 DNP appoints LD as its local distributor to sell and operate DigiNewsPress products in the territory as described on the agreement, hereinafter referred to as territory.
2.3 LD adopts the following product:
rights on the DigiNewsPress' CLiENT, (with the exception of CLiENTs sold under a corporate deal (umbrella) by DNP).
2.4 LD obtains the right to use DNP trade name. With respect to 7.7, 7.8 and 7.9 of the general conditions.
2.5 LD has the first right to adopt new products offered by DNP in accordance with the marketing terms for the territory.
2.6 In case LD refuses to adopt the new product and its marketing terms, LD will notify DNP within 30 days after the offer, in writing.
2.7 In case LD refuses, or does not react on the offer to adopt a new product, DNP maintains the right to involve a third party to sell the new product.
2.8 DNP maintains the right to set up and support printing sites where newspapers are printed in bulk (over 50 copies per day per title). However this remains outside of this contract, DNP shall involve LD as a first choice party in case local assistance, input, labour or any other related activity is required. In such case, separate fees will be agreed upon.
2.9 No addition or modification to the agreement shall be valid without prior written agreement between the two parties, such in written consent.
2.10 Additions or modifications to the general conditions are valid two weeks after publication of new or altered conditions on the website of DNP. LD will be notified that an alteration has been made. Should LD not comply with the alteration, LD has the right to terminate the agreement in writing with two weeks notice.

Article 3. Content from DNP
3.1 DNP shall be responsible for managing newspaper content available via the CLiENT product.
3.2 DNP maintains the right to exclude any content from the CLiENT.
3.3 LD is not allowed to copy, change, modify, amend, delete or add any of the provided content, nor publish any page of the newspaper on its website, other than with DNP's prior written consent.
3.4 LD is not allowed to sell any of the content in other ways than via the provided products.
3.5 Non-compliance by LD entitles DNP to US$ 100.000,= per proven case and will be cause to directly terminate the agreement.
3.6 DNP is not liable for any malfunction in internet networks.
3.7 If the content of a printed newspaper is cause to offend people in the region of LD, both publisher and DNP cannot be held responsible. LD should be aware of local sensitivities with regard to religion, sex and politics and act accordingly.

Article 4. Credits
4.1 Each newspaper printed from the CLiENT will be paid
for in advance by buying credits.
4.2 Quantity discount will be given when LD purchases
certain numbers of credits at one time.
4.3 In case of a misprint of a newspaper such as an incomplete version, LD informs DNP in writing on newspaper title and number of copies misprinted. Misprints need to be stored for a year as evidence to show on DNP request. Credits used for misprints will be compensated.

Article 5. Administration/Payment
5.1 DNP shall provide LD with a sales report and, if applicable, an invoice on a monthly base.
5.2 All mentioned rates and prices in the agreement and general conditions are subject to yearly review and adjustment. Adjustments will be made with the same percentage as the inflation rate in the European Community. Adjustments will be made and be valid as of the first working day in the new Christian calendar year.
5.3 LD is aware all rates and prices in this agreement are based on US dollars.
5.4 LD outside Euro-countries, is aware that it has to pay all its transactions to DNP in US dollars.
5.5 LD within Euro-countries, is aware that it has to pay all its transactions to DNP in Euros.
5.6 DNP maintains the right to adjust prices for equipment and parts in case DNP imposes a price increase based on changed prices by suppliers or due to change of supplier. New prices will be communicated 1 month ahead. Should LD not comply with the prices, LD has the right to terminate the agreement in writing with two weeks notice.
5.7 Payment method for invoices:
by wire transfer to DNP's USD/Euro-account;
Bank: Rabobank Alkmaar-Heerhugowaard
Address: P.O. Box 133
Zip and City: 1800 AC ALKMAAR
Country: The Netherlands
BIC: RABONL2U
IBAN: NL95 RABO 0326 8462 47
Account No: 3268.46.247
Beneficiary: Komlease B.V.
Payment method for credits in advance:
Via www.diginewspress.com, payment by credit card.
5.8 If any payment is not made when due, interest will accrue and be payable with respect to the unpaid amounts at a rate of 10 per cent per month with a minimum fine of USD 100,-.
5.9 The monthly invoiced amount shall be transferred within ten working days. Non-compliance can result in losing the rights to the CLiENT software.
5.10 DNP maintains the right to immediately terminate this contract in case of LD's failure to meet his financial obligations for three (3) consecutive months, such without written notification. DNP reserves the right to claim all damages resulting from this termination.
5.11 Upon termination of the agreement resulting from LD
failure to meet his financial obligations:
a. DNP shall not be liable for any termination damages or indemnities, and the LD hereby agrees not to restrain DNP from appointing an alternate LD;
b. DNP maintains the right to; take over, refuse, each per case, or all contracts and/or franchise agreements in the territory LD operates, sell, DNP products in which case they become the property of DNP.

Article 6. Advertising
6.1 Backpage or banner advertising will exclusively be facilitated by DNP;
- to preserve printquality of the pages
- to get formal permission from publishers for the content of the advertisement
- to prevent adding a backpage for restricted titles.
6.2 Any revenues resulting from advertising activities will be shared between DNP and LD, such in accordance upon negotiations per given situation.
6.3 LD is specifically not allowed to add advertisements in any form to the printed newspapers without prior written consent that LD is allowed to use advertising products provided by DNP.
6.4 Non-compliance by LD entitles DNP to US$ 100.000,= per proven case and will be cause to directly terminate the agreement. . DNP reserves the right to claim all damages resulting from a breach of this article.

Article 7. Local Distributor's Obligations
7.1 Unless otherwise specifically requested by a customer, on any publication day, LD will only distribute the edition of the newspaper that the newspaper intends for publication on that publication day.
7.2 LD agrees to use its best endeavors to promote the sale of the adopted products, and shall protect DNP's interests, including its patents and trademarks, with the diligence of a responsible business entity.
7.3 LD will comply with any news embargo notified by the publisher of any newspaper, meaning that LD shall not print or distribute any copies of the newspaper in the event that a publisher notifies LD of a news embargo in relation to the relevant publication.
7.4 LD will not engage in any conduct that a publisher or DNP reasonably considers prejudicial to its interests, brand or reputation.
7.5 LD shall not solicit orders from outside the territory unless permitted to do so by DNP.
7.6 LD has no authority to make contracts on behalf of, or in any way to bind DNP towards third parties.
7.7 DNP has right to audit the LD administration. LD is obliged to grant access and co-operation.
7.8 LD will respect the businessrelationship that DNP has with the newspaper publishers, therefore LD will not contact publishers directly.
7.9 Without the prior written authorization of DNP, LD shall not represent, manufacture or distribute any products
that are similar to or in competition with the software applications, for the entire term of the agreement.
7.10 LD hereby agrees neither to register, nor to have registered, any trademarks, trade names or symbols or patents of DNP (or which are confusingly similar to those of DNP), in the territory or elsewhere.
7.11 LD shall use DNP trademarks, trade names and any other symbols, but only for the purpose of identifying and advertising the DNP Software Applications, within the scope of this agreement and in DNP's and LD's common interest.
7.12 The right to use DNP trademarks, trade names or symbols, as provided for under article 2.3 of the general conditions, shall cease immediately for LD, on the expiration or termination, for any reason, of the present agreement.
7.13 Newspaper print outs, made by customers from LD, that pay on invoice in stead of by pre-purchased credits, will be directly invoiced to LD by means of a specified invoice per user identity. Invoicing to (end) user will be done by LD.
7.14 If one of the end users in the territory of the LD belongs to a major umbrella account, contracted via DNP (such as hotels chains), LD will invoice end user as per the prices set by DNP with the umbrella partner.

Article 8. DNP's Obligations
8.1 DNP, or entities it has appointed, shall assist LD in relevant technical advice.
8.2 DNP or entities it has appointed, shall distribute all available content internet network operations.

Article 9. Liability
9.1 DNP is not liable for any damage, such as but not limited to, loss of income, suffered by LD, personnel or its customers as a result of, or in connection with, the installation, utilization, operation, maintenance and/or any other activity related to the products.
9.2 DNP shall not be held liable for any patent infringement due to invalid or pending patent registration in the Territory.
9.3 If the content of a printed newspaper is cause to offend people in the region of LD, both publisher and DNP cannot be held responsible. LD should be aware of local sensitivities with regard to religion, sex and politics and act accordingly. LD will not be entitled to refuse to print any material it considers to be illegal, indecent or defamatory unless there is in effect an order or injunction of any court of competent jurisdiction restraining the printing of such matter.

Article 10. General Provisions
10.1 Confidentiality
Each party shall treat as confidential all information obtained from the other pursuant to this agreement
and shall not disclose such information without the other party's prior written consent.
10.2 Force Majeure
Neither party shall be liable to fulfill its obligations, or for delays in performance, due to causes beyond its
reasonable control, including, but not limited to, acts or omissions of civil or military authority, fires, strikes,
floods, epidemics, riots or acts of war. In case of Force Majeure, the party claiming such a situation will promptly inform the other party and keep them up-to-date on the development of the Force Majeure situation.
10.3 Neither party shall be liable for damage or injury caused by Force Majeure. Force Majeure is to be regarded as such in case of a non-accountable shortcoming from either of both parties.

Article 11. Warranties and covenants
LD warrants and represents to DNP that;
11.1 It has full power and authority to enter into this agreement and to perform the activities required of it hereunder.
11.2 It will use all reasonable skill and care in the performance of its obligations under this agreement.
11.3 It shall not at any time do or omit to do anything which is likely to (a) prejudice or impair publisher's and DNP rights in the newspapers or trade marks; or (b) damage or otherwise de-value the reputation or goodwill of the trade marks.
11.4 It has complied with and shall continue to comply with all applicable laws, regulations, codes of practice and other similar controls, and advice issued by any governmental or regulatory body relating to the protection of the environment including without limitation the prevention or reduction of pollution of any land, water or air and that all necessary permits, licences, certificates, approvals and other authorisations relating to the above have been obtained and will be maintained.
11.5 It has complied with and shall continue to comply with all applicable laws, regulations and codes of practice relating to employment and employment conditions, including but not limited to equal employment opportunity (freedom from discrimination and freedom of association), occupational health and safety, fair working conditions and minimum wage requirements, fair use of labor (avoidance of childlabor and/or forced labor/slavery) and human rights and further that all necessary permits, visa's and other authorizations for all employees, contractors and sub-contractors have been obtained and will be maintained for the term of this agreement.
11.6 LD and DNP shall indemnify and hold harmless, its officers, directors, employees and agents from any loss, expense (including, but not limited to, reasonable attorney's fees and disbursements) or damages incurred by LD or any of its officers, directors,
employees, or agents as a result of a breach of any of the foregoing warranties and covenants, or any such loss, expense or damage arising from any claim, demand, recovery, suit motion or civil or criminal proceeding based upon, or alleging in any way, in whole or in part, facts which are contrary to, or inconsistent with, any of the foregoing warranties and covenants.

Article 12. Arbitration - Applicable Law
12.1 Any dispute arising out of, or in connection with, the present contract shall be settled and finalized in the Netherlands in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce.
12.2 Should any of the articles in these General Conditions be in conflict with Dutch law, the Dutch law is applicable.
12.3 This Agreement shall be governed by and construed in accordance with Dutch law and the parties submit to the exclusive jurisdiction of the Dutch courts.


Version 1.1
June 2007