General Conditions Client Users

Article 1. Definitions
1.1 DigiNewsPress B.V., DNP; the company that provides software and content of newspapers to CU
1.2 Client User, CU; any individual, company, partnership or other organization that uses the CLiENT software to print newspapers.
1.3 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.
1.4 CLiENT User id. Account; the access code to the CLiENT software.
1.5 Content; 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 CU can print the newspapers.

Article 2. General
2.1 The general conditions are an integral part of the DNP website.
2.2 DNP allows CU to use CLiENT in the local territory of CU, hereinafter referred to as territory.
2.3 CU adopts the following product:
rights on the DigiNewsPress' CLiENT, (with the exception of CLiENTs sold under a corporate deal (umbrella) by DNP).
2.4 DNP maintains the right to set up and support printing sites where newspapers are printed in bulk (over 50 copies per day per title).
2.5 Additions or modifications to the general conditions are valid two weeks after publication of new or altered conditions on the website of DNP.
2.6 All personal data obtained by downloading and using CLiENT software and subsequent payment data, will only be used for DNP purposes. DNP will act under the strict privacy laws of The Netherlands and does not sell off data to third parties, nor will DNP save this information for a longer period of time then necessary.

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 CU 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 CU is not allowed to sell any of the content in other ways than via the provided products.
3.5 Non-compliance by CU entitles DNP to US$ 100.000,= per proven case and will be cause to directly terminate the user id account.
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 CU, both publisher and DNP cannot be held responsible. CU should be aware of local sensitivities with regard to religion, sex, 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 CU purchases
certain numbers of credits at one time.
4.3 In case of a misprint of a newspaper such as an incomplete version, CU informs DNP in writing on newspaper title, date and time of printing and number of copies misprinted. Misprints need to be stored for one year as evidence to show on DNP request. Credits used for misprints will be compensated.

Article 5. Payment / complaints / reimbursements
5.1 DNP provides CU with a sales report through the internet CLiENT.
5.2 All mentioned rates and prices in the 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 are valid as of the first working day in the new Christian calendar year.
5.3 Payment method:
Via www.diginewspress.com, payment in advance for a package of credits in the set volumes of , by credit card;
Mastercard, Visacard or American Express.
5.4 If DNP is unable to receive the creditcard payments, due to irregularities at the CU, the CLiENT user id. Account will immediately be terminated.
5.5 Upon delivery of the newspaper, the CU is obligated to check the result whether it is complete and of the correct publication day. Should this not be the case, a written complaint must be sent to: content@diginewspress.com. The faulty issue will be repaired and can be reprinted by CU. The misprint will be reimbursed by DNP.
5.6 Complaints on misprints should contain the following information:
- newspaper title
- date and time of print
- number of copies ordered
- number of copies misprinted
- number of copies succeeded
5.7 Misprints subject for reimbursement are: a newspaper with yesterday's publication date, an incomplete file. Reimbursement of the used credits will only be given when a written complaint is sent on the same day of publication. Misprints as a result of local circumstances such as; out of paper or ink, computer and or internet connection dysfunction are not subject to reimbursement.
5.8 Upon termination of the CLiENT user id. Account, resulting from CU failure to meet his financial obligations:
a. DNP shall not be liable for any termination damages or indemnities;
b. DNP maintains the right to; take over or refuse, each per case, all contracts and/or franchise agreements in the territory CU operates.

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 CU, such in accordance upon negotiations per given situation.
6.3 CU is specifically not allowed to add advertisements in any form to the printed newspapers without prior written consent that CU is allowed to use advertising products provided by DNP.
6.4 Non-compliance by CU entitles DNP to US$ 100.000,= per proven case and will be cause to directly terminate the CLiENT user id. Account. DNP reserves the right to claim all damages resulting from a breach of this article.

Article 7. CU Obligations
7.1 Unless otherwise specifically requested by a customer, on any publication day, CU will only print the edition of the newspaper that the newspaper intends for publication on that publication day.
7.2 CU will comply with any news embargo notified by the publisher of any newspaper, meaning that CU shall not print or distribute any copies of the newspaper in the event that a publisher notifies CU of a news embargo in relation to the relevant publication.
7.3 CU will not engage in any conduct that a publisher or DNP reasonably considers prejudicial to its interests, brand or reputation.
7.4 CU shall not solicit orders from outside the territory unless permitted to do so by DNP.
7.5 CU has no authority to make contracts on behalf of, or in any way to bind DNP towards third parties.
7.6 CU will respect the businessrelationship that DNP has with the newspaper publishers, therefore CU will not contact publishers directly.
7.7 Without the prior written authorization of DNP, CU 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.
7.8 CU 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.
7.9 If a CU in the territory belongs to a major umbrella account, contracted via DNP (such as hotels chains), the prices set by DNP with the umbrella partner will apply.

Article 8. DNP's Obligations
8.1 DNP, or entities it has appointed, shall assist CU 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 CU, 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 CU, both publisher and DNP cannot be held responsible. CU should be aware of local sensitivities with regard to religion, sex and politics and act accordingly. CU 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 these general conditions 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
CU warrants and represents to DNP that;
11.1 It has full power and authority to enter into these general conditions 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 these general conditions.
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 CU 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 general conditions 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, Dutch law is applicable.
12.3 These general conditions shall be governed by and construed in accordance with Dutch law and the parties submit to the exclusive jurisdiction of the Dutch courts.

DigiNewsPress BV
Prinses Beatrixlaan 5-7
2595 AK 's-Gravenhage
The Netherlands

VAT number: 8214.90.667.B.01
Commercial register no.: 27361540


Version 1.1
April 2010

“Newspapers always excite curiosity. No one ever lays one down without a feeling of disappointment.”
Charles Lamb (1833)