General Terms and Conditions of Europe Online Investments S.A.
45, Blvd. Pierre Frieden - L-1543 Luxembourg

1. General

These General Terms and Conditions of Contract ("General Terms and Conditions") will become an element of the legal transactions between you (hereinafter referred to as "Customer") and Europe Online Investments S.A. (hereinafter referred to as "Europe Online"). Europe Online will perform all services and deliveries and make all performance, etc. exclusively on the basis of the following General Terms and Conditions unless other arrangements have been agreed in writing. You should therefore take the time to read these General Terms and Conditions carefully.

2. Subject Matter of the Contract

2.1 Subject of Performance

Europe Online offers the Customer a unique experience in interactive entertainment with, amongst other things, audio and video streams in digital television quality and download opportunities. Through the Services (defined below), the Customer can access electronically from the Europe Online Web Site a range of content in the fields of music, film, software, games and other areas offered from time to time by Europe Online to its Customers.

In some countries, Internet access services are being offered in addition to the services listed above.

Europe Online is dedicated to expanding the services it offers. The expansion of services and programme offers will be provided to the Customer electronically via the Europe Online Web Site. Some of these expanded services may come on as an addition.

2.2 Scope of Performance

Europe Online will endeavor to provide the listed services (hereinafter collectively referred to as "Services") to the best of its ability within the scope of technical availability, provided the Services or expansions of the Services have been ordered by the Customer or, if applicable, have each been ordered separately, and the Customer has logged on and registered himself pursuant to clause 3.1.

Europe Online does not offer the Services to merchants within the meaning of the applicable commercial law and regulations, or to minors.

Europe Online hereby expressly states that the Services (particularly downloads and streaming as such) and the access to them are provided via a combination of Internet and satellite or television cable transmission routes terrestrial and terrestrial Internet backbone, the availability of which Europe Online is unable to control. For this reason, the continual and uninterrupted availability of the Services is not a part of the contract entered into with the Customer. Europe Online is only obliged to endeavour to the best of its ability to enable the accessibility of the Services within the scope of technical and operational limitations. In any event, maintenance periods shall not be taken into account when calculating accessibility. To the maximum extendt possible, the Customer shall be informed electronically in advance via the Europe Online Web Site of any maintenance periods.

If the Customer has selected Internet access via Europe Online, Europe Online will warrant Internet access to the Customer and to various Services offered by Europe Online in accordance with these General Terms and Conditions. Europe Online hereby expressly states that it does not offer high speed Internet access as part of the Services.

The duty to render performance shall be limited to the extent Europe Online is entitled to disconnect the Services (see clause 4.1) or if the performance of the Services is impossible because of force majeure, in which case clause 9 shall apply.

3. The Customer's Obligations and Duties of Care

3.1 Personal Data

All of the information to be provided by the Customer for the registration or use of Europe Online must be true, exact, up-to-date and complete. The Customer shall inform Europe Online within one week of any changes in the basic identifying data, credit card data and/or the debit account number. The Customer is furthermore obliged not to give a false name and not to provide any name he is not authorised to use. The provision of false information when registering, the failure to update customer information or the use of a false name by the Customer, entitles Europe Online to terminate this Contract without notice.

3.2 System Requirements

In order to use the Services he has ordered, the Customer must ensure at his own expense that the defined system requirements exist and are in operation, including, but not limited to, satellite and television cable connections, a modem or ISDN connection, access to the telephone system and to an Internet access provider (to the extent Customer does not make use of this service through Europe Online).

3.3 Protection of Minors

Express notice is hereby given that the Customer is solely responsible for compliance with the laws, particularly the regulations for the protection of minors, by persons receiving access to the System using his password. The Customer must ensure in particular that persons under the age of 18 are not given any access to content morally harmful to minors.

3.4 Responsibility for Own Content

The Customer shall assume the responsibility for all content he transmits via Europe Online or the Services (including, but not limited to, E-mails, newsgroup or chat Services).

3.5 No Viruses

The Customer agrees not to use Europe Online or the Services in order to intentionally distribute computer viruses or similar computer programmes (such as so-called "worms" or "Trojan horses") to third parties.

3.6 No Illegal Content

The Customer agrees not to use Europe Online or the Services to offer information with unlawful or immoral content, and in particular not to transmit any information inciting racial hatred, glorifying or trivializing violence, information which is sexually offensive, pornographic, glorifying war, capable of causing serious moral harm to children or teenagers or threatening their welfare. The Customer furthermore agrees not to use Europe Online or the Services to offer to provide information which could damage the reputation of Europe Online. The Customer also agrees to refrain from accessing the aforementioned content, such as through links.

3.7 No Impairment of the Function of the Services

The Customer is obliged not to use the Services in any manner which could lead to a total or partial interruption, damage or impaired performance of the Services or to an impairment of the effectiveness or functionality of the Services in any other way.

3.8 No Infringement of the Rights of Third Parties

The Customer is obliged not to use the Services in any manner that could lead to the injury of a person, company or an infringement of their rights. This shall include, without limitation, the rights of third parties to their intellectual property and the confidentiality of the knowledge concerning Europe Online and the functionality of the Services within the scope of the contractual relationship.

3.9 Damage Caused by Third Parties

Should the Customer suffer damage through the use of the Service caused to him by third parties without any liability on the part of Europe Online on any legal grounds whatsoever, the Customer shall independently file his own claims. No support of the Customer by Europe Online shall be given in these cases. E-commerce transactions with third parties are conducted by the Customer completely at his own risk and under his own responsibility.

3.10 Indemnification against Third-Party Claims

The Customer agrees to indemnify Europe Online against the claims of third parties of any kind resulting from the unlawfulness of content transmitted by the Customer via the Services. The same shall apply in the event of the infringement of the rights of third parties caused by the Customer when using the Services, including, but not limited to, the infringement of the intangible rights of third parties. In any event, the indemnification obligation shall include the obligation to indemnify Europe Online fully against the costs of its legal defense including, without limitation, lawyers' and court fees.

3.11 Restrictive Covenants

The Customer is obliged not to undertake or participate in particular in the following actions or solicit or promote such actions or the participation therein:

• sending unwanted junk mail, or mass E-mails;
• sending chain letters or selling systems under a pyramid scheme;
• sending mail bombs, that is, sending either very long or a large number of E-mails with the intention of harassing the recipient or making the systems of an Internet service provider incapable of receiving other E-mails because they are overloaded;
• damaging a system or blocking its Internet access, forging or blocking headers and/or addresses or carrying out other actions whose purpose is to discredit or damage third parties;
• entering third parties onto E-mail lists if the Customer does not have a specific authorization to do so;
• disclosing binary data (that is, data such as pictures, audio clips, etc.) in news groups except for those which have been set up especially for the disclosure of binary data;
• which interfere in the technical process of the Services or interrupt the normal course of a communication.

3.12 Use of PIN and other Identifying Data

The Customer is obliged to log on using the Personal Identification Number ("PIN") allocated to him together with the activation code allocated to him. Thereafter, the Customer shall log on the Services using the unique user name and password chosen by the Customer. The Customer is responsible for the confidential treatment of the activation code, PIN, user name and password. To the extent he discloses this information to third parties (such as family members), he must tell them that this data is to be treated confidentially and protected against misuse. In the event of the disclosure of this data, the Customer must make the third parties aware of these General Terms and Conditions, provide them with an opportunity to become familiar with them and, furthermore, tell them that the use of the Services is only on the basis of these General Terms and Conditions. The Customer bears the full responsibility for all activities carried out under his activation code, PIN, user name and password, including, but not limited to, the use by third parties whether or not this use is authorized. Should the Customer allow another person such as a minor the use of his access, he acknowledges that he is responsible both for the online behaviour of the user and the consequences of any misuse. The Customer shall inform Europe Online without undue delay in the event the Customer becomes aware of the unauthorized use of the activation code, PIN, user name or the password or in the case of any security breaches in respect of this data.

3.13 Back-up Copies

The Customer is responsible for making his own back-up copies of all content and files he receives in connection with Europe Online or the Services. Europe Online is not responsible for the loss of files.

4. Rights of Europe Online

Europe Online has in particular the following rights in relation to the Customer. These rights shall exist without prejudice to any other rights under applicable law or a separate agreement with the Customer.

4.1 Right to Refuse to Make Performance/ Disconnection of Services

In the event that inexact, old or incomplete identifying data is provided by the Customer, Europe Online shall have the right to refuse to perform the Services.

Europe Online is entitled to refuse access to all or part of the Services if the transmission of the calling line identity ("CLI") of the telephone line used for the Services of Europe Online is blocked or suppressed and it is not possible to track the use of Services which is not in accordance with contract or is unlawful or the use of Services within the context of unlawful acts.

Europe Online is entitled to disconnect access to part of the Services, including, but not limited to, access to the use of the E-mail account if and to the extent the Services and particularly the E-mail account are being used to store or transmit unlawful content or for other objectively unlawful purposes. In this case Europe Online is entitled to disclose the name and address of the Customer to any investigating government agencies, courts or other government bodies in order to enable legal prosecution.

Europe Online is entitled to refuse the provision of Services for the duration of any default or arrears in payment of the Customer in the amount of charges to the Customer of EUR 75.00 or more.

Europe Online is entitled to disconnect access to parts of the Services if the use of this part by the Customer has been excessive with respect to the downloading of large files, leaving large amounts of E-mails on the central servers, etc. and the Customer is thus in breach to a considerable extent of the interests of the other users of Europe Online or the Services.

In the event of a disconnection of the Services for any of the aforementioned reasons the Customer is obliged to pay the agreed charges through the end of the then current term of the contract.

4.2 Notices

Europe Online is entitled to send all notices and invoices concerning Europe Online or the Services to the subscribers by E-mail, normal mail or fax to the address provided by the Customer on the application form.

4.3 Links

Europe Online is entitled to make links available to other providers. These links are third-party content.

5. Prices and Method of Payment

5.1 Calculation of Charges

Charges are calculated on the basis of the subscription contract and, if required, the information agreed at a later time for other Services. Any additional charges and fees for telephone connections to the Internet access provider selected by the Customer (whether a third party or Europe Online) and any third party Internet access fees shall be borne separately by the Customer. They are not included in the subscription charges for Europe Online.

5.2 Increase of Charges

Europe Online has the right to increase the charges in accordance with clause 13.

5.3 Fixed Charges/Due Date

Fixed fees shall be paid by the Customer in advance. They are due for the first time on the date the subscription contract is concluded. Thereafter, the monthly fees shall be due on the day of each subsequent month bearing the date of the day of the conclusion of the subscription contract (e.g. June 10, July 10 etc.).

5.4 Variable Charges/ Due Date

Any additional fees for the so-called pay-per-view programmes, additional services and e-commerce shall be due for payment at the time at which the respective Service or programme was ordered or the e-commerce transaction was consummated.

5.5 Default Interest

Should the Customer be in default of the payment of fees which have become due, he shall be obliged to pay 5 % interest p.a. unless the Customer is able to prove that Europe Online has incurred a lesser loss for interest charges. The assertion of other claims, including, but not limited to, the proof of a greater loss for interest charges, is not excluded under this clause.

5.6 Return Debit

If the Customer has opted for the opportunity of to pay by direct debit from Customers' bank account, and should payment not be honoured by the credit institution of the Customer (return debit), Europe Online shall be entitled to processing fees in the maximum amount of EUR 100.00 per return debit.

6. Warranties and Disclaimers

6.1 Europe Online does not warrant that the Services comply with the requirements of the Customer or that they will be provided at all times without interruption, on time, securely or free of defects. Europe Online furthermore does not make any warranty in respect of the freedom of the Services from defects, including, but not limited to, the freedom of the Services or the servers providing them from computer viruses or other harmful components.

6.2 The services of other providers (delivery of goods and services or the like) are, for Europe Online, third party services. Europe Online does not make any warranty in respect of the goods and services of other providers purchased via Europe Online or the Services nor for transactions handled via Europe Online or the Services.

6.3 In the event that links are provided through Europe Online or the Services, Europe Online does not make any warranty in respect of the availability of such external sites or resources.

6.4 Provided that Europe Online is not guilty of any fault for the loss of data or content the Customer has received via Europe Online or the Services, Europe Online does not make any warranty in respect of the existence or recovery of such lost content or data.

7. Limitation of Liability

7.1 The Customer uses data transmission routes of other providers for parts of the Services (particularly E-mail). Europe Online does not assume any liability for the functioning of these data transmission routes, nor is Europe Online liable for the loss of electricity or the breakdown of servers not within Europe Online's control.

7.2 Provided it does not originate from Europe Online, the information requested via the Services is not subject to control by Europe Online. For Europe Online, this information is third party content. To the extent Europe Online does not make this third party information its own content by agreement with such third party, Europe Online shall not be liable for the content of the third party information requested via Europe Online and the Services. The same shall apply for links to third party content.

7.3 Provided Europe Online does not make third party content its own by agreement with such third party, Europe Online shall not be liable for any loss which may be incurred by Customer through the offered outside content or its use.

7.4 The liability of Europe Online for any information loaded up or down by the Customer or other users shall be excluded to the extent Europe Online does not have positive knowledge of such information and it is not technically reasonable or possible for Europe Online to prevent this type of use. This shall apply equally whether such information is being sent or received.

7.5 Europe Online does not assume any liability for loss incurred by the Customer through the loss of data or content transmitted to the Customer onto his storage media. The Customer has been advised of his duty to secure his data (clause 3.13).

7.6 Europe Online does not assume any liability for loss incurred by the Customer through the loss or misuse of his password, his user name, his activation code, or his PIN.

7.7 The pre-contractual, contractual and non-contractual liability of Europe Online shall only exist in cases of intentional or grossly negligent behaviour on the part of Europe Online or its servants and agents. For slight negligence Europe Online shall only be liable in the event of the breach of material contractual obligations. In the event of liability for slight negligence, the amount for claims to compensation for pecuniary loss shall be limited to the extent of the foreseeable loss. To the extent Europe Online performs telecommunications services within the meaning of the applicable law, the limitations of liability under this clause 7.7 shall apply to the extent they do not conflict with mandatory consumer protection provisions under such applicable law; at the same time, the maximum liability of Europe Online is limited to the amount provided for in such applicable law.

8. Data Protection

8.1 The personal data of the Customer and the data relevant to billing shall be stored in accordance with the applicable data protection laws. For the sole purpose of processing the subscriber contract, providing Customer support services and for billing the data of the Customer can be disclosed to third parties. Otherwise, the personal data provided to Europe Online shall not be disclosed to third parties without the consent of the Customer.

8.2 To the extent, however, that requests by government agencies or the courts for information are made under which there is an obligation to disclose the identifying data, Europe Online will disclose such personal data. This shall also apply in the case of an obligation to this effect under applicable law.

8.3 Information on the Customer and his user behaviour concerning Europe Online or the Services may be disclosed by Europe Online to third parties for the purpose of market research and/or debt collection if the Customer has given his consent and to the extent the Customer has used or purchased such third partys' products or services through the Europe Online Services and the information does not contain the name of the Customer, his address, his electronic address, his telephone or fax number, or his user name.

9. Force majeure

Europe Online is entitled to temporarily or permanently alter the Services in the event that acts of God or other circumstances for which Europe Online is not responsible require Europe Online to do so. In this case the Customer shall not have any rights or claims against Europe Online. In particular, Customer shall remain obliged to pay all fees. If the download and stream Services are unavailable because of acts of God or other circumstances for which Europe Online is not responsible, Europe Online shall not be obliged to make performance.

If the performance of the Services is not possible because of acts of God or other circumstances for which Europe Online is not responsible, Europe Online shall be released from its obligation to make performance.

10. Legal Relationship between Customer and third party Providers

The correspondence between the Customer and third party providers or retailer or the Customers' participation in the promotions of providers or retailers through the Europe Online Web Site or the Services, including the payment and delivery of any goods and services, as well as all other business matters relating to such transactions, shall take place exclusively between the Customer and such third party provider or retailer. In such cases, contractual relationships shall be created exclusively between the third party providers or retailers and the Customer. Europe Online shall not be a party thereto.

11. Intellectual Property / License

11.1 All rights, including, but not limited to, the rights to use and exploit the Services and content accessible through the Europe Online Web Site under copyright law and the rights under trademarks and intellectual property shall belong, in relation to the Customer, exclusively to Europe Online, its licensees or other beneficiaries under law. The Customer may only use this material with the express authorization of Europe Online or its licensees and may not copy, reproduce, transmit, disseminate or produce imitations thereof without express authorization. Similarly, the Customer may not copy, reproduce, transmit or disseminate the material or produce imitations thereof on a non-public network without express authorization.

11.2 The material and the content within Europe Online and the Services are intended exclusively for the personal use of the Customer. The Customer may not disseminate or publicly use such material and content. In addition, he may not assist third parties in such actions or enable them to engage in such actions. Should the Customer become aware of such dissemination or public use, he shall inform Europe Online thereof without undue delay.

12. Term and Termination

12.1 The term of the contracts for the individual Services shall be governed by the provisions on the specification of services and/or in the subscription form.

12.2 In the case of contracts without a minimum term, there shall be a right of termination with a notice period of 4 weeks to the end of the month.

12.3 In the case of contracts with a minimum term, the contract can be terminated at the earliest upon the expiration of the minimum term of contract. In this case the notice of termination must be received by Europe Online at least four weeks prior to the day on which it is meant to become effective. Thereafter, the individual contract term and notice periods agreed in the subscription contract shall apply.

12.4 The notice of termination must be made to Europe Online in any event in writing or by E-mail.

12.5 Both parties shall retain the right of termination for cause. Cause entitling Europe Online to a termination shall include, but is not limited to:

• the giving of incorrect identifying data by the Customer;
• the fact that the Customer is a merchant, the Services are used for commercial purposes or the Services are used within the operation of a commercial enterprise;
• the default in payment by the Customer for a sum in excess of one monthly payment or, in excess of EUR 75.00;
• the breach by the Customer of the Customer's obligations pursuant to clauses 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.10, 3.11 and 3.12 of these General Terms and Conditions.

13. Miscellaneous

13.1 Changes in these General Terms and Conditions shall be disclosed to the Customer in writing or by E-mail. Changes to the detriment of the Customer shall be deemed to be approved if the Customer does not raise any written objection. Europe Online shall advise him expressly of this consequence when making the disclosure. The Customer must send his objection within four weeks of the disclosure of the change to Europe Online. If an objection has been raised, both parties shall have the right to terminate the contract to the end of the next month of subscription.

13.2 Changes to the subscriber contract must be made exclusively in writing. A change in this written form clause must also be made in writing. Europe Online shall have satisfied the written form requirement if the changes have been made available in a clearly visible manner on the Web Site of Europe Online.