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Definitions

Order Documents: Order Documents are particularly all important data, product information, information in general as well as templates that MOON requires to provide the services requested by Client.

Third Parties: Third Parties are all natural persons or legal entities not employed by or affiliated to (pursuant to Sec. 15 German Stock Corporation Act) one of the Parties. Third Parties are in particular also external MOON staff.

Contract: Any contract, order, single order, engagement or assignment entered by and between MOON and Client regarding advertising services.

Project Manager: The Project Manager for the Client and for MOON is the person responsible of handling all communication between the Parties related to the Contract. Project Managers and deputy project managers for each Party are stated in the relevant Contract. In addition to their name and position in the company, the methods for contacting them (primary and secondary method of contact) are also defined.

Advertised Product: The client’s product(s) relevant to the Contract that form(s) part of MOON’s appointment under these Terms..

MOON staff: All qualified employees employed at MOON, with the exclusion of any external MOON staff.

External MOON staff: External MOON staff are either (i) freelancers at MOON and/or (ii) other subcontractors that are appointed by MOON.

Confidential Information: All information (whether in writing, electronically, orally, digitally embodied or in another form) disclosed by one Party (”Owner”) to the other Party (“Recipient”) for contractual purposes. Confidential Information is in particular: business secrets, products, production processes, know-how, inventions, business relations, business strategies, business plans, financial plans, human resources, digitally embodied information (data), all documents and information of the owner which are the subject of technical and organisational security measures and which are marked as confidential or which are to be considered confidential according to the nature of the information or the circumstances in which it is transmitted; the existence of the Contract and its content.

No Confidential Information is information that has been known to the public or has been publicly accessible before the communication or delivery of the information by the owner or that becomes known to the public or publicly accessible at a later time without breach of confidentiality, that has been demonstrably known to the recipient before the disclosure by the owner and without breach of confidentiality, that was acquired by the recipient itself without use of or reference to Confidential Information of the owner or that was disclosed or made accessible to the recipient by a third party without breach of confidentiality.

Recitals

A) Moonbase GmbH (District Court of Berlin (Charlottenburg) HRB 200441) is a limited liability company (hereinafter “MOON”). The purpose of the company is providing consulting services and implementing marketing activities as well as performing management services in this area.

B) The Client appoints MOON to perform services in the long term. The following Terms shall form the basis for the collaboration between the Parties.

Sec. 1 – Scope

1.1 Any business relationship and any Contract between the Parties shall be exclusively governed by these Terms. The Client’s terms and conditions – if any – shall have no validity or effect, unless expressly accepted by MOON in writing. Any individual agreement entered into by and between the Parties shall prevail over these Terms, as far as explicitly accepted by both Parties.

1.2 For the term of the Contract, the Client appoints MOON particularly to independently consult, plan, perform and control the offered services for the Advertised Product with the aim of advising the Clients more effectively and intensively. The service of MOON also includes designing and executing specific advertising measures and, at the Client’s request, producing the necessary advertising and promotional material.

1.3 Specific advertising measures shall be provided in accordance with any Contract (as defined above) entered into by and between the Parties, governed by these Terms. Contracts – including for the sake of clarity, single orders – shall only be effective if accepted in writing and countersigned by the Client.

1.4 The following applies to any notice, declaration, warning or other communication that must be done “in writing”, or is subject to the requirement of “written form” according to these Terms, the Contract or statutory law: Sec. 126, 126a German Civil Code do apply. If any declaration is transmitted by telecommunications, the written form is also deemed to have been complied with if the transmitted copy includes the signature of the issuer; in this case, the subsequent transmission of a properly signed acceptance or electronic signature can be requested by the receiving Party.

1.5 MOON shall safeguard the Client’s interests to the best of its abilities. In the interest of a trusting collaborative relationship, the Client shall provide all data that is essential and necessary for MOON to provide the service, which is to be kept strictly confidential.

Sec. 2 – Services Provided by Moon

2.1 Unless otherwise agreed from time to time,the following definitions apply to the respective terms used in Contracts:

Detailed project planning consultation

MOON develops a detailed project plan for the client, which is divided into the following steps:

Defining the project goal and setting out framework conditions;
Finalising project phases and main project activities;
Defining milestones for project monitoring for each phase;
Defining the project activities required to achieve the project goal;
Planning required resources and staff and
Planning deadlines for completing all project activities and the start date.

Project execution consultation

Consultation by MOON as part of executing the project refers to the following main activities:

Structuring the individual processes and
Completing the project (preparing acceptance by the Client)

Advising and supporting the project managers

Advising the Client’s project manager on preparing and updating the plan in good time and in a manner that complies with the project management requirements of the Client. This includes:

Immediately informing the Client’s project manager of bottlenecks (deadlines, resources) and problems (quality) throughout the project.

Improving client relations

MOON sustainably improves the relationship between the Client and its clients by way of personal contact.
2.2 Advertising measures are performed as agreed in each Contract and according to the cost estimates approved by the Client in each case; the performance details are set out in each Contract.

2.3 MOON shall be available to assist with press conferences and presentations and shall assist with the international coordination of the advertising measures, provided this has been agreed in the Single Order.

2.4 MOON’s services shall be provided by experienced staff.

2.5 MOON shall perform the contractual services as an independent contractor with MOON staff or external MOON staff; the Client expressly agrees thereto. Under no circumstances shall a contractual relationship be established between the Client and the MOON staff or external MOON staff. Furthermore, the Client shall not be authorised to organise or give instructions to the MOON staff or external MOON staff, particularly with regard to any staff decisions on (i) number, qualification and selection, (ii) remuneration and social benefits, (iii) training and induction, (iv) working hours and overtime, (v) paid leave, free time and checking presence and (vi) determining and monitoring work processes. In no case shall the Client treat MOON staff or external MOON staff like its own staff, but may give MOON recommendations on how to better achieve the overall goal. The Client is also not entitled to give MOON staff or external MOON staff personal instructions for their work. If, during the performance of the Contract, MOON staff or external MOON staff are named in groups of people (team, group, committee etc.) together with the Client’s staff, this wording merely takes into account the common use of language known at the Client’s, without prejudice to the fact that (i) MOON staff or external MOON staff do not become members in such groups but rather act as consultants to the Client’s staff within such group during the performance of the Contract, (ii) MOON is not bound by this classification, but may freely determine the classification of MOON staff and MOON external staff and (iii) work results of each such group of people will be exclusively attributable to the Client’s employees. This shall not affect MOON’s responsibilities for suggestions that led to work results.

2.6 Unless otherwise explicitly agreed, MOON’s business premises shall be considered agreed for meetings and presentations and the written transmission by e-mail shall be considered agreed as the method for transferring the results.

2.7 In case of concept changes, additional costs are to be calculated in advance and approved by the Client.

Sec. 3 – Services of the Client | Duty of Cooperation | Structuring the Cooperation

3.1 The Client is obliged to promptly provide MOON with the Order Documents (as defined above) required to provide the service according to the Contract, which are to be kept strictly confidential.

3.2 Client represents and warrants that MOON’s user of any Order Documents made available to MOON for use when providing the service will be legitimate and will not infringe third-party rights. Furthermore, the Parties agree that MOON may assume that the content of these documents is correct, complete and comprehensive.

3.3 The Client shall particularly provide MOON with the resources stated in the approved project plan in order to provide the services as per Contract on time and to the required quality. Any such Order Documents made available to MOON to support it in its activities shall remain the Client’s property and shall be promptly returned to the Client at the end of the contractual relationship, unless they have been used up in accordance with the intended use or the Client has agreed for all the materials to remain with MOON.

3.4 The Client shall ensure that all project-relevant decisions are made promptly so that the project planning of MOON is not at risk. This also includes the Client ensuring that services provided by third parties are performed on time and to the required quality.

3.5 The Client shall ensure that all of its contributions (including product training and, if necessary, the practical induction of MOON staff or external MOON staff) are performed immediately and in good time. The Client is also obliged to inform MOON promptly and in good time about all (pending) changes, particularly about price components, contractual conditions, service details and production changes of the Client’s relevant Advertised Products according to the Contract.

3.6 The Client undertakes to inform MOON which people have access to the work and services of MOON. At MOON’s request, the Client shall provide evidence thereof without undue delay.

3.7 If explicitly agreed , MOON shall provide the Client with a detailed proposal for the provision of the services before performing the a Contract or single, which may also include a budget plan – if agreed. In this case, the Client shall inform MOON within a reasonable period of time, generally no longer than five (5) working days, whether it accepts or rejects the proposal.

3.8 If the Client accepts MOON’s proposal, this shall be considered approval of the relevant cost estimate.

3.9 The Client hereby agrees to provide MOON with feedback on a regular basis via feedback tools provided by MOON in order to improve the quality of performance and to optimise the cooperation.

Sec. 4 – Remuneration | Invoicing

4.1 Unless otherwise stated, all prices agreed between the Parties shall be net of taxes. Additional remuneration for services not defined in the Contract shall only be due if this has been agreed in writing in advance with the Client.

4.2 MOON shall send the Client an invoice for each Contract,. due and payable without deductions via wire transfer (method of payment) within fourteen (14) calendar days of receipt. Timeliness of payment shall be determined based on the date the invoice amount is credited to MOON’s business account (as stated in the invoice). Upon expiration of this payment deadline, the Client shall be automatically in default on payments, without a reminder being sent.

4.3 Expenses incurred by MOON, including but not limited to shipping and copying costs, shall be reimbursed subject to prior approval by the Client and within fourteen (14) days.

4.4 GEMA fees (or fees due to other collecting societies) and other royalty payments, artists’ social security contributions and customs duties as stated in the Contract shall be borne by the Client. If such expenses could not yet be specified in the Contact, MOON may require them to the Client subsequently at any time.

4.5 Travel expenses to the Client’s company headquarters shall be borne by the Client. Costs for all other travel shall be charged to the Client subject to its prior written consent. MOON shall select the most efficient method of travel (particularly but not exclusively train, plane, car). For train travel, MOON shall be reimbursed for second-class tickets for a travel time of less than 2 hours per journey and for first-class tickets for a travel time of more than 2 hours per journey. For plane travel, MOON shall be reimbursed for Economy Class tickets for a flight time of less than 5 hours per journey and for Business Class tickets for a flight time of more than 5 hours per journey. If the restriction to second-class-tickets or Economy Class tickets prolongs the travel time, MOON may travel first-class or Business class in order to shorten the travel time.

4.6 MOON may charge expenses to the Client upfront, by issuing an invoice over the respective amount plus a Handling Fee for each invoice issued of EUR 50 or 4% of the invoiced amount, whichever is higher. Copies of receipts and invoices proving the expenses incurred will be made available to Client upon request and against payment of an additional Handling Fee.

4.7 The Client is only entitled to exercise a right to offset or retention if the claim is legally established as final, recognised by MOON or uncontested by MOON.

4.8 The Client may also pay the invoice by direct debit or credit card (in addition to payment on account).

Sec. 5 – Trademark Use | Referencing

5.1 The Client grants MOON, MOON staff as well as External MOON staff express consent to use its registered or unregistered trademarks, logos, names and other trade names within the scope of the Contract or of any relationship governed by these Terms.

5.2 MOON is entitled to name the Client for reference purposes on the website, on social media etc. (only the name and a link to the Client’s website may be mentioned) during and beyond the term of the relevant Contract or of any contractual relationship with MOON.

Sec. 6 – Delivery Dates

6.1 Deadlines and dates for delivery of the services shall only be approximate, unless the Parties have expressly agreed that one or more particular deadline(s) is/are to be considered as peremptory.

6.2 Project planning shall be checked periodically by MOON. If necessary, MOON must indicate any updates that become necessary. Any resulting date changes and resource bottlenecks and problems with the quality of the results are to be reported to the Client immediately.

Sec. 7 – Granting of Rights of Use

7.1 Subject to the settlement of all relevant invoices, MOON shall transfer to the Client rights of use if intellectual property embodied in its works and services to the extent necessary for the agreed use. In case of doubt, MOON shall fulfil its obligation by granting non-exclusive rights of use in the territory of the Federal Republic of Germany for a period of time limited to the agreed duration of use of the advertising material. Any further use, particularly editing and elaborating, requires MOON’s prior written consent. Rights of use in raw materials, individual combinations of advertisements and defined target groups or the provision of individual contact and network systems beyond the agreed term may be negotiated separately and require an appropriate additional compensation. The Parties agree that MOON is not obligated to transfer additional rights of use to the Client.

7.2 For the avoidance of doubt, any rights of use not fully paid up according to the section above shall remain with MOON.

7.3 If MOON uses third parties to fulfil the Contract, it shall obtain the relevant rights of use for the Client unlimited in time, space, purpose and in any other way and transfer these to the same extent to the Client.

7.4 MOON shall inform the Client beforehand of any restrictions to the rights of use. MOON shall indicate any existing GEMA rights or rights of other collecting societies. If these could not yet be identified in the Contract, MOON may provide the information later at any time.

7.5 The transfer of the rights of use from the Client to third parties requires the prior written permission of MOON.

Sec. 8 – Quality | Complaints | Guarantee Rights | Remarks

8.1 Unless otherwise specified below, statutory provisions shall apply to the rights of the Client in case of defects of quality and title (including incorrect and short deliveries).

8.2 The agreed quality of the products for the advertising service shall result from the product descriptions designated as such that were given to the Client before signing the Contract or included in the Contract.

8.3 If the quality has not been agreed, the (non)existence of defects shall be assessed according to statutory law.

8.4 MOON is entitled to make the owed remedy conditional upon payment of the due remuneration by the Client. However, the Client is entitled to retain an amount of the remuneration that is proportionate to the defect.

8.5 Claims for damages or the reimbursement of expenses asserted by the Client shall only exist for defects according to Sec. 9 of this Contract; any further claims are excluded.

8.6 Contrary to statutory provisions, the general limitation period for claims for defects in quality and title shall be one (1) year from delivery. If acceptance is agreed, the limitation period shall begin upon acceptance. This shall not affect other special legal provisions on limitation. The aforementioned limitation periods shall also apply to contractual and non-contractual claims for damages asserted by the Client that are based on a product defect, unless the application of statutory limitation periods (Sec. 195, 199 BGB) would lead to a shorter limitation period. However, claims for compensation asserted by the Client according to Sec. 9.2 sentence 1 and sentence 2 letter a) as well as according to the Product Liability Act shall expire exclusively according to the statutory limitation periods.

8.7 Warranties may only be granted to the Client in writing. Neither MOON staff nor external MOON staff nor other representatives or its employees are permitted or authorised to issue such warranties.

8.8 MOON undertakes to perform the tasks assigned to it with due technical and professional care in all conscience and in observance of generally recognised principles of its profession. It is the Client’s responsibility and right to have the legal permissibility (particularly within the scope of publications) of the products delivered by MOON inspected at its own expense by an expert of its choice.

Sec. 9 – Liability | Indemnification

9.1 MOON shall be liable for damages caused by its own defects, delay or malperformance of its obligations subject to the following conditions.

9.2 Liability for damages on the part of MOON shall occur only if the Client has informed MOON of the defects and MOON has not remedied the defects within ten (10) working days after being informed, unless the remedying of a defect is impossible, MOON refuses performance seriously and definitively or there are special circumstances that justify the immediate claim for damages in consideration of the mutual interests of both parties.

9.3 Liability for damages shall include particularly but not exclusively the costs for a new design, plan or production of the service.

9.4 Unless otherwise stated in these Terms including the following provisions, MOON shall be liable in case of a breach of contractual and non-contractual obligations according to statutory provisions.

9.5 MOON shall be liable for damages – regardless of the legal basis – in case of intent and gross negligence. In case of simple negligence, MOON shall be liable, subject to a milder degree of liability according to legal provisions (e.g. for diligence in its own matters) only:

a) for damages from injury to life, limb or health,

b) for damages from a material breach of a contractual obligation (an obligation whose proper fulfilment makes performance of the Contract possible at all and compliance with which the other Party regularly relies on and is entitled to expect) and reimbursement for damage caused by delay (Sec. 286 BGB); in this case, MOON’s liability is limited to reimbursement of the foreseeable, typically occurring damages at the time of Contract conclusion.

9.6 The limitations of liability resulting from Sec. 9.4 shall also apply to breaches of duty by or for the benefit of people for which MOON is responsible according to statutory provisions. They shall not apply to the extent MOON has intentionally concealed a defect or granted a warranty for the quality of the products and for claims of the Client according to the Product Liability Act.

9.7 The Client may only withdraw from or terminate the Contract due to a breach of duty that does not reflect in a defect if MOON is liable for such breach. A right of termination of the Client for non-intentional or negligent breach of duty is excluded. In all other cases, the statutory requirements and legal consequences apply.

9.8 At first request, the Client shall release MOON from claims asserted by third parties that relate to the provision of the service by MOON. This includes particularly but not exclusively legal costs of MOON for the defence against claims (both in and out of court) or due compensation of damages thereto related. MOON shall immediately inform the Client of any third-party claims.

9.9 It is made expressly clear that MOON is in no way and under no circumstances liable for negative campaigns and extreme backlash against the Client as well as any damage to the Client’s image due to the services provided by MOON on the basis of these Terms.

Sec. 10 – Non-Compete Covenant | Non-Poaching Agreement

10.1 Before entering into a Contract and until all the work for the Client is completed, MOON undertakes to inform the Client of possible conflicts of interest with other clients of MOON, particularly about clients that produce and/or distribute the same kind of products as the advertising product of the Client.

10.2 The Client may enter into advertising service contracts with other agencies or third parties at any time. The Client is not obliged to assign the provision of advertising services within the scope of the Contract exclusively to MOON. However, the Client undertakes to inform MOON immediately if it appoints other agencies in areas in which (i) MOON is working for the Client at this point in time and/or (ii) results of the services of MOON assigned by the Client are used with the other agency. The Client undertakes to refrain from any actions with regard to Sec. 10.2 sentence 3 case (ii) of this Contract.

10.3 In single case of each at least culpable infringement of to the above Sec. 10.2, the Client is obliged to pay MOON a contractual penalty of EUR 10,000.00 that is offset against the actual damage. On case of ongoing breaches (such as, for instance, ongoing actions over a period of one month), the Client is obliged to make a further payment to MOON in the amount of EUR 10,000.00 for every commenced month of ongoing breach. This shall not affect MOON’s right to assert further claims for damages.

10.4 The Client undertakes to refrain from making an offer to MOON staff or external MOON staff or holding talks with them about employing them during the term of this Agreement and two (2) calendar years thereafter (non-solicitation agreement). The non-solicitation agreement also extends to affiliated companies (Sec. 15 German Stock Corporation Act) of the Client and protects affiliated companies of MOON with regard to their employees within the meaning of a contract to the benefit of third parties; the Client shall be responsible for the actions of the companies affiliated with them. Such an employment contract shall be equated with other offers and agreements that would result in the manpower of the employee no longer benefiting the employing company but benefiting, in whole or in part, the Client or the affiliated company. MOON commits to an equivalent non-solicitation agreement towards the Client.

Sec. 11 – Confidentiality

11.1 The Parties shall treat all Confidential Information that come to their knowledge strictly confidential.

11.2 The Parties are obligated to impose this confidentiality obligation on all employees and/or third parties (e.g. suppliers, graphic designers, repro institutions, print shops, film producers, recording studios etc.) which have access to Confidential Information.

11.3 The confidentiality obligation is valid indefinitely beyond the term of the relevant Contract.

11.4 The confidentiality obligation does not apply insofar as one Party is obligated to partly or fully disclose Confidential Information under applicable legislation (including relevant stock exchange regulations), by court or governmental order.. Such Party shall, to the extent permitted by law, inform the other Party immediately about the upcoming disclosure of Confidential Information.

11.5 In the case that the Client or an employee of the Client or another person which the Client is responsible for pursuant to Sec. 31, 178, 831 of the German Civil Code violates the obligations under this Sec. 11, the Parties agree on the payment of a penalty by the Client to MOON whose amount shall be determined by MOON pursuant to Sec. 315 German Civil Code and, in case of dispute, may be review by the competent court as to equity upon Client’s request.. The penalty shall be set off against the damages actually incurred. The right of MOON to claim damages in excess thereof shall remain unaffected.

Sec. 12 – Storage

12.1 Upon request from MOON, the Client undertakes to collect and receive any Order Documents that the Client has given to MOON as part of the duty of cooperation. If such Order Documents have not been collected within seven (7) working days after the request, MOON is entitled to store them in an appropriate manner and invoice the Client the storage costs accordingly. Transport and storage costs shall be borne by the Client.

12.2 All documents made available to MOON by the Client, particularly but not exclusively characters, logos, brands, merchandising items and ideas of any kind are and shall remain the property of the Client. The Client may demand these back at any time without stating any reasons, unless this would prevent MOON from delivering the services as per the Contract.

12.3 Any right of retention of MOON to documents and/or items according to Sec. 12.2 of this Agreement, regardless of the legal reason, is expressly excluded.

Sec. 13 – Secrecy, Data Protection and Information Security

13.1 The Parties shall be obligated

a) to treat personal data as strictly confidential. In no case will the Parties collect, process, pass on and/or use personal data without authorization or without a suitable legal basis.

b) to protect personal data against unauthorised access by third parties through appropriate security measures and to observe the legal and contractual provisions on data protection when processing personal data. This also includes state-of-the-art technical security measures (Sec. 32 GDPR) and imposing confidentiality and data protection obligations on employees (Sec. 28 para. 3 lit. b GDPR).

c) in case one Party is obliged to partly or fully disclose personal data under applicable legislation (including relevant stock exchange regulations), by court or governmental order, such Party shall inform the other Party (as legally possible and practicable) immediately hereof and to make every reasonable effort to limit the scope of the disclosure to a minimum.

13.2 MOON shall collect, process, transmit and/or use personal data of the Client or companies affiliated with the Client exclusively within the scope of the Contract. This obligation shall continue after the end of the Contract. If necessary, upon MOON’s request the Parties shall enter into a data processing agreement (art. 28 GDPR) or a joint-controllership arrangement (art. 26 GDPR) – as the case may be. Client’s refusal to enter into such additional agreement or arrangement may entitle MOON to terminate the Contract for cause.

Sec. 14 – Termination

14.1 Term and conditions for ordinary termination shall be regulated in each Contract.

14.2 This shall not affect the right to extraordinary termination (“außerordentliche Kündigung“) for cause. Causes for extraordinary termination include (but are not limited to) the following:

a) one of the Parties is insolvent, insolvency proceedings regarding its assets have been opened or the opening of insolvency proceedings regarding its assets have been rejected due to a lack of assets;

b) a claim made to the other Party has not been settled despite sending a reminder (incl. a grace period of 10 days);

c) enforcement measures are ordered against a Party and they have not been verifiably withdrawn within one month; or

d) holding on to this Contract cannot be reasonably expected from one Party because an essential provision of this Contract has been breached and, in the case that supplementary performance is reasonable,this contractual breach has not been remedied even upon request within a period of fourteen (14) days.

14.2 If it becomes apparent (e.g. by a request to open insolvency proceedings) that MOON’s claim to remuneration is at risk due to the Client’s inability to pay, MOON is entitled to refuse performance and – if applicable after setting a deadline – withdraw from the Contract (Sec. 321 BGB) in accordance with legal provisions. For Contracts on the production of single items (custom-made products), MOON may withdraw from the Contract immediately; this shall not affect the legal provisions on the dispensability of deadlines.

14.3 MOON is also entitled to terminate Contracts extraordinarily if an independent third party that is not a shareholder of MOON at the time of Contract conclusion gains control of 50 % or more of the company’s capital or the voting rights in MOON.

14.4 All notices of termination must be given in writing.

14.5 These Terms shall continue to apply to Contracts until their respective termination.

14.6 In case of termination of a Contract, the Client is obliged to reimburse MOON for the costs, expenses and fees that have verifiably been incurred up to the time of the termination. The Client shall not be obliged to pay for services rendered after termination, unless he expressly agreed to their performance. The services provided by MOON up to that date shall be invoiced on a pro rata basis.

14.10 Any provisions explicitly or implicitly intended to remain unaffected beyond the end of Contract or of any contractual relationship under these Terms, shall survive after termination.

Sec. 15 –  Final Provision

14.1 Amendments and additions to thes Terms or any Contract, including but not limited to this requirement of written form, must be done in writing.

14.2 If a provision of these Terms or any Contract is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a regulation that comes as close to the Parties’ intention as is legally permissible. The same applies in the event of a loophole.

14.3 MOON may not transfer its rights and obligations under these Terms and any Contract in whole or in part. The Client reserves the right to transfer rights under the Terms and any Contract to affiliated companies (pursuant to art. 15 German Stock Company Act). In other cases, the Client may only transfer rights from this Contract to third parties subject to MOON’s prior agreement in writing.

14.4 The registered office of MOON shall be the exclusive place of jurisdiction for all disputes between the Parties arising from or in connection with these Terms and any Contract. To the exclusion of the provisions of international uniform law – particularly UN sales law – the law of the Federal Republic of Germany shall apply to these Terms and to any Contract, as well as to any and all legal relationships between the Parties.