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General sales and delivery conditions

1. Definitions

1.1. Customer: the natural or legal person who enters into an agreement with Amsterdam.org. 1.2. General terms and conditions: these general terms and conditions for sale and delivery Amsterdam.org. 1.3. Amsterdam.org: The trading partnership that declares these general terms and conditions for sale and delivery apply to the agreement, being Amsterdam.org BV. 1.4. Services: The by Amsterdam.org provided services to the Customer based on the agreement. Defined under services: the offering of advertising space on a Web site, placing links to websites or other media on a Web site, offering the opportunity to sponsor or participate in (part of) a website, developing of sponsorship and advertising campaigns, generate visits to certain websites or other media through a web site. 1.5. Agreement: the agreement between the Customer and Amsterdam.org for delivery of services. 1.6. Party: Any party to the Agreement. 1.7. Website: a by Amsterdam.org B.V. offered website, mobile website, application, white label version of a (mobile) website or application or other medium Amsterdam.org BV owns and exploits.

2. Implementation Terms and Conditions

2.1. These General Terms and Conditions apply to the provision of Services by Amsterdam.org, the fulfillment of signed agreements and are an integral part of the Agreement between the Customer and Amsterdam.org. 2.2. Amsterdam.org has the right to unilaterally alter the Terms and Conditions. The Customer will be timely informed in writing about substantial changes to the Terms and Conditions. The changes in the General Terms and Conditions shall apply to existing agreements. With the (unceasing) continued use of Services by the Customer after alteration of the General Terms and Conditions, the Customer shall be deemed to have accepted those changes. 2.3. The General Terms and Conditions or any provisions contained in the General Terms and Conditions may only be waived by written agreement between the Customer and Amsterdam.org.

3. Establishment Agreement

3.1. The Agreement is established by written confirmation by Amsterdam.org the oral or written order of the Customer, or by written acceptance by Customer of a written quotation provided by Amsterdam.org. 3.2. Each Agreement is entered into under the suspensive condition of acceptance of the Customer by Amsterdam.org. 3.3. Amsterdam.org shall provide a written quotation at the request of the Buyer for the delivery of the Services. The offer is valid for the period specified in the quotation. In case a specified time is not included in the quotation, the offer will be valid fourteen (14) days. 3.4. Expressions of Amsterdam.org on a Web site or otherwise relating to the Services shall be construed as an offer without obligation and are subject to change and availability of the Services. 3.5 At the request of the customer Amsterdam.org can grant an option for delivery of a Service. Amsterdam.org is at all times entitled to cancel granted options, stating reasons.

4. Compensation and payment

4.1. The Customer shall pay the compensation for the provided services by the Amsterdam.org as stated in the Agreement, by in the Agreement mentioned appropriate manner. The parties may agree that the delivery of the services compensation will be wholly or partly payable in advance. 4.2 Amsterdam.org reserves the right to review the rates for the delivery of services. Unless explicitly agreed otherwise, such a rate adjustment also applies to the Customer Agreement concluded and yet to be delivered services. Customer shall, in case of a rate alteration, have the right to terminate the Agreement in respect of the undelivered part of the Services. 4.3 All compensations stated in the Agreement are exclusive of VAT and other government levies. 4.4 The customer is not entitled to in any way set off the amounts owed to Amsterdam.org, with any owed to the Buyer by Amsterdam.org. 4.5 If for determining of compensation there should be made use of measurement systems (for example, the number of clicks or leads to be determined), the measuring systems by Amsterdam.org are leading. 4.6 Amsterdam.org will invoice the Customer for due amounts. The Customer shall pay invoices within thirty (30) days after invoice date. If the Customers invoices have not been met within thirty (30) days after the invoice date, the Buyer will automatically be in default without any notice required. Amsterdam.org Customer will however at all times send a reminder to the Customer where an additional reasonable period of time will be given to meet the payment obligation. 4.7 In case of late payment Amsterdam.org has the right: (a) to suspend the provision of the Services without any notice or communication needed and (b) to charge the statutory interest rate plus one percent (1%) over the full amount from the date the payment should have been received until the date the amount is received by Amsterdam.org. The Customer shall reimburse all costs made by Amsterdam.org in order to collect the amount, including legal fees, court costs and other costs. The extrajudicial costs will be at least fifteen percent (15%) of the amount with a minimum of € 150 (one hundred fifty Euro).

5. Cancellation by Customer after an Agreement has been established.

5.1 In case of cancellation by the Customer of the to be delivered services by Amsterdam.org, compensation for the services is calculated based on actual costs, the Customer will indebt the following amounts: (a) all costs Amsterdam.org already required to comply with one or more third parties at the time of cancellation by the Customer, if Amsterdam.org has enabled third parties in the performance of the Services, and (b) the cancellation compensation that is determined using the chart below. 5.2 In case of cancellation of services from Amsterdam.org by the Customer, where compensation for services has already been paid by the Customer, the Customer will indebt the following amounts: all costs Amsterdam.org already required to comply with one or more third parties at the time of cancellation by the Customer, if Amsterdam.org has enabled third parties in the performance of the Services, and (b) a cancellation compensation as a percentage of the agreed service costs as following: 31 days or more, 0 %, between 31 days and 6 days 5%, less than five days 100%. Any overpayment by the Customer will be refunded by Amsterdam.org.

6. Obligations Amsterdam.org

6.1. Amsterdam.org will provide the Services in accordance with the provisions of the Agreement. Amsterdam.org agrees to the terms of the Agreement to the best of his ability. 6.2. Amsterdam.org reserves the right to suspend the provision of Services to the Customer wholly or partially, if the Customer attributable fails in the fulfillment of any obligation under this Agreement, including failure to fulfill the obligations contained in Article 7 of these General Terms and Conditions. Amsterdam.org is entitled to charge the Customer for any costs that they must incur due to the suspension of the delivery of services. 6.3. The Services are provided by Amsterdam.org without any guarantee of (continuous) availability, safety, suitability, lack of viruses, reliability or otherwise offered and delivered. 6.4. The agreed start date of the Services is a target date. Amsterdam.org reserves the right to change based on unforeseen (not attributable to Amsterdam.org) conditions, including but not limited to conditions of a technical nature, the provision of the Services to be postponed. In the event that the start date is delayed by Amsterdam.org, the only compensation for Customer solely consists of still deliver the Services by Amsterdam.org for a period equal to the agreed period or the provision of replacement services to the Customer, so in consultation between the Customer and Amsterdam.org.

7. Customer Requirements and constraints

7.1. The Customer will purchase the Services subject to the provisions of the Agreement. 7.2. The Customer is obligated to check Services by Amsterdam.org at the commencement of the performance and monitor continually from then on and to report any possible defects immediately in writing to Amsterdam.org, In failure of which the Customer shall be considered to have accepted Services without reservation. If case the Customer reports a deficiency in Services to Amsterdam.org, Amsterdam.org will resolve the defect as soon as possible. 7.3. The Customer is not permitted to use Services in violation of the provisions of the Agreement, the General Terms and Conditions, the relevant and applicable statutory provisions, the Dutch Advertising Code and the diligence social interaction behooves. 7.4. It is the Buyer are not permitted to use the Service for: (a) reproduce and / or publication and / or modification to software or other materials if such reproduction and / or publication and / or amendment infringes on the rights, including intellectual property rights of third parties; (b) making unlawful statements; (c) the nuisance approach, threaten or otherwise harass people; (d) sending bulk e-mail messages (including spam) to any third party, whether or not for commercial purposes; (e) send email messages or upload files that contain viruses or similar software programs that may damage or harm the operation of the services offered by Amsterdam.org, the Internet or computers and / or third party software. (f) assume a false identity; (g) limiting the ability of third parties to use services offered by Amsterdam.org and / or the Internet. 7.5. Customer is personally responsible for providing and maintaining any software, hardware (including peripherals) and / or (Internet) connections necessary to use the Services. 7.6. Where the Services relate to the placement of material supplied by Customer the Customer acknowledges full responsibility for the content of that material and / or the content of the (mobile) websites or other media to which the material refers. Customer warrants that the material complies with all applicable laws and regulations, including the Advertising Code and the Law on Games of Chance. Customer also guarantees that the material supplied is free of viruses or similar software containing or may contain, whether or not without the knowledge of the Customer added by a third party that may harm the operation of the services offered by Amsterdam.org, the Internet, computers and / or third party software. The Customer shall indemnify Amsterdam.org off all claims of third parties relating to the material supplied and / or (mobile) websites or other media to which the material refers. 7.7 Where the Services relate to the placement of material supplied by the Customer, The Customer is responsible for timely and accurate provision of the necessary material in the manner designated in the Agreement.

8. Privacy and cookies

8.1. Amsterdam.org will offer services and process Customer data in accordance with the privacy and cookie policy Amsterdam.org. Customer hereby consents to Amsterdam.org processing the personal data in accordance with the privacy and cookie policy. 8.2 Personal data as part of the Agreement which are collected, obtained or otherwise processed will at all times remain the property of Amsterdam.org unless Amsterdam.org and Customer have agreed on a deviation in written agreement on the use, processing or other activity on these personal data. 8.3 If the Customer were to add any pixel, cookie or other technology to the material that Amsterdam.org places on a Website, the Customer will provide an accurate description of what the customer adds to Amsterdam.org. The description will include at least the purpose of the added technology, the data collected, seen or measured, and the technology used.

9. Liability and Indemnification.

9.1.Amsterdam.org is not liable for any direct or indirect damages, including but not limited to consequential damages, stagnation damages, delay damages, lost orders, lost profits and processing costs of the Customer in connection with or arising from the Agreement or the Services, unless damage was caused by intent, gross negligence or recklessness of Amsterdam.org. 9.2 Amsterdam.org is not liable for any direct or indirect damages resulting from entering (and handling) of transactions and agreements between the Customer and its contractors. 9.3. The liability of Amsterdam.org never goes beyond reinstatement / redelivery of the Services, as agreed with the Customer, or compensation of up to the invoice value of those services in accordance with Article 4 of the General Terms and Conditions. The compensation should be related to the degree in which Amsterdam.org would have failed. Minor deviations do not entitle to compensation. 9.4. Notwithstanding provisions elsewhere in these Terms and Conditions, the liability of Amsterdam.org against the Customer, for any reason whatsoever, each event (a series of connected events shall be an event) limited to the three (3) months before the damage occurred by the Customer to Amsterdam.org Services for the agreed compensations shall be paid (excluding VAT). 9.5. The Customer shall indemnify Amsterdam.org for all damages and / or third party claim related to or resulting from: (a) the use of the Services by the Customer, and (b) the actions and / or omissions of the Customer in contravention with the provisions of the Agreement and these Terms and Conditions. 9.6 If the Customer acts on behalf of/ or represents an advertiser, Amsterdam.org obligation towards the fulfillment of the obligations provided in the Agreement and these Terms by this advertiser or represented.

10. Duration, termination and dissolution

10.1. The Agreement between Amsterdam.org and the Customer is entered into for the period specified in the Agreement. If no period is agreed, the agreement will be concluded for a period of one (1) year. 10.2. Unless otherwise agreed in the Agreement, the Agreement will expire after the period referred to in Article 10.1. In other words, the Agreement entered into between Amsterdam.org and the Customer will not automatically continue. 10.3. Amsterdam.org is entitled to terminate the Agreement with immediate effect without any given reasons in writing in case the Customer is deemed to not be creditworthy by Amsterdam.org. 10.4. Both parties are entitled to immediately terminate the Agreement without further extrajudicial notice of default effective if: the other Party is declared in a state of bankruptcy; (b) the bankruptcy of the other Party has been requested; (c) the other Party is in suspension of payments; (d) suspension of payment to the other Party has been requested; (e) the other party is dissolved or ceases its activities, which for Amsterdam.org means including closing the site on which the Agreement is signed; (f) the delivery of the agreed Services or any part thereof is in contravention or threatens to be with applicable laws and regulations, and (g) the other Party fails to fulfill any of its obligations under the Agreement even after a reasonable time is given to still fulfill its obligation (s) to comply.

11. Force Majeure

11.1. Parties are not obliged to fulfill any obligations under the Agreement if they are prevented as a result of force majeure. Force majeure is defined as a non-attributable failure of third parties or suppliers, it temporarily or inadequate availability of hardware, software and / or Internet or other telecommunications connections necessary for delivering the services, the elimination of a web page managed by a third party and any other situation in which the Customer or Amsterdam.org can exercise decisive) control. In the case of a force majeure situation Parties are not bound to reimburse any damages suffered by the other Party as a result of these circumstances. 11.2. Once the situation of force majeure lasts longer than one (1) month, both sides have the right to immediately terminate the Agreement in writing.

12. intellectual Property

12.1 The intellectual property rights in all Amsterdam.org Services under the Agreement that are delivered or made available will remain with Amsterdam.org or its licensors. To the extent of necessary use of the Services by the Customer, Amsterdam.org grants the Customer limited, nonexclusive, nontransferable right to use the intellectual property during the term of the Agreement. 12.2 The copyright or other intellectual property by or on behalf Amsterdam.org produced proposals, concepts, editorials, products or other areas of its services rests with Amsterdam.org unless it can be made plausible that the direct contribution of the Customer has been of vital importance to the development. If the Customer violates the copyright or other intellectual property right of Amsterdam.org the Customer will indebt a penalty to Amsterdam.org in respect of the Services with a minimum fee of € 25,000 (twenty-five thousand Euro). In addition, the Customer will reimburse the by Amsterdam.org suffered actual damage. 12.3 The intellectual property rights to materials and data that the Customer provided to Amsterdam.org under the Agreement, will remain with the Customer or its licensors. To the extent necessary for delivery of the Services provided by Amsterdam.org. the Customer grants Amsterdam.org limited, nonexclusive, nontransferable right to use the intellectual property during the term of the Agreement. The customer shall indemnify Amsterdam.org from all third party claims and claims arising from third parties relating to the use of supplied materials and data and intellectual property rights thereon by Amsterdam.org provided by the Customer.

13. Confidentiality

13.1 The parties will observe confidentiality with regard to confidential and / or sensitive commercial information provided by the other Party during the establishment and duration of this Agreement. This obligation will continue beyond the Agreement. 13.2 The parties will not disclose confidential and / or disclose confidential information without prior written consent of the other Party. 13.3 The parties shall take reasonable measures with regard to personnel, agents, servants or third parties to guarantee this confidentiality. 13.4 The above mentioned confidentiality obligations do not exist if and when: (a) a party is obliged to disclose under law or an authorized order of a public authority; at the time of the disclosure the information is part of the public domain and common knowledge; and (c) The information is already in possession of the Party at the time of disclosure, or is independently developed by this party without the use of the information provided.

14. Miscellaneous

14.1. The contents of the Agreement and the General Terms and Conditions together determine the legal relationship between parties and supersede all previous agreements between the Parties in relation to the subject of the Agreement. 14.2. Amsterdam.org may use third parties in the execution of the Agreement at its discretion. 14.3. Parties are not entitled to assign their rights and obligations under the Agreement to third parties without prior written consent of the other Party. Amsterdam.org may assign its rights and obligations under the Agreement to a group company, without the prior written consent of the Customer. Amsterdam.org will notify the Customer in writing of case of such transfer of rights and obligations. 14.4 If and insofar as any part or provision of these Terms and Conditions or the Agreement would appear to be conflicting with any mandatory provision of national or international law, the validity of the remainder of these Terms and Conditions or the Agreement States will be unimpeded. of in lieu of the with the law conflicting section, the Parties will establish new provisions which will be as consistent with the invalid provision as possible. 14.5 In case of conflict between the provisions of the General Terms and Conditions and the Agreement which is contained in the Agreement will prevail.

15. Applicable law and court of competent jurisdiction

15.1. The Agreement, the General Terms and Conditions and / or delivery of the Services are governed by Dutch law.15.2. Disputes arising from the Agreement, the General Terms and Conditions and / or delivery of the Services shall, if no amicable resolution between Amsterdam.org and the Customer can be achieved, be presented to the court of competent jurisdiction in Amsterdam.