Influencer Terms & Conditions

DZT Stand Mai 2017

These Influencer Terms & Conditions (the “Agreement”) shall outline the

mutual understanding of the influencer (the “Influencer”) and the German

National Tourist Board, a legal entity constructed under the law of Germany

(the “GNTB”, and together, the “Parties”). The Parties hereto agree as follows:

OFFER: The offer includes all the information sent to the Influencer, including

but not limited to, the campaign brief, campaign description, campaign

requirements, payments, fees, personal expenditure remuneration, flight

dates, schedules, workbook schedules, social media channels, product,

number of posts/blogs/videos and any other information provided to the

Influencer by the GNTB (collectively, the “Offer”). The Offer has been agreed

upon by the Parties and shall become part of this Agreement.

EFFECTIVE DATE: This Agreement is entered into as of the date the Offer is

accepted by the Influencer (the “Effective Date”).

CONTENT: Influencer shall produce content based on the brief as outlined in

the Offer (the “Brief”). All opinions expressed by the Influencer will be honest

and truthful. Influencer may be required to state certain message points

outlined in the Brief, which shall be outlined by the GNTB. Influencer shall not

make any statements which are defaming or potentially damaging in any way

whatsoever to the GNTB or the GNTB’s product or service, at any point during

the Campaign. Content may also include branding, graphics, and hyperlinks,

as outlined in the Brief. At the sole request of the GNTB, the Influencer will not

publish or post the Content, and/or will comply with any requests to remove

the unsuitable Content from their social media channels.

SPONSORSHIP: The content produced (text, photo, video, etc.) must be

identified as advertising/sponsored content. This labelling requirement

applies to all social media platforms and for all blog articles created in

connection with a marketing collaboration. The labels must take the following

form for all platforms: #sponsoredby and #ad. Add the following sentence to

blog posts: 'in association with the GNTB'. For collaborations with verified

Facebook pages, please refer to Facebook's branded content policies.

Influencer will refrain from working with or mentioning a brand's competitor

for a set period of time

DZT Stand Mai 2017

APPROVALS: If appropriate, all Content shall be reviewed and approved by the

GNTB prior to being published by the Influencer on the channels. At the request

of the GNTB, Influencer shall make changes and adjustments to conform to the

GNTB’s expectations of Content.

DISTRIBUTION: Content shall be distributed via the Influencer’s social media

channels, including but not limited to YouTube, Facebook, Instagram, Twitter,

Vine, and Snapchat (collectively, the “Channels”), as outlined in the Offer. If

there is no specification in the Offer, it is assumed that the Influencer will

distribute Content across all their available Channels, as they would with any

of their regular content.

PUBLICATION: Content shall begin to display in the Channels on the date/time

specified in the Offer, unless discussed and agreed to by the Parties (the

“Publication”).

USAGE: Upon Publication, Influencer shall display Content in the Channel for a

period of no less than four (4) weeks, if not outlined different in the Offer.

GNTB may also require certain hashtags, hyperlinks, titles, and other copy to

appear alongside the Content. Influencer shall own the copyright to the

Content and grants the GNTB full and irrevocable global rights to display,

license, promote, broadcast and otherwise distribute the Content at its sole

discretion, unless otherwise agreed to in writing, by the Parties.

PAYMENT & HONORARIUM: GNTB shall pay Influencer the agreed fee, as

outlined in the Offer, if applicable. Payments shall be made to the Influencer

within 30 days of the Publication. No late payment penalties, charges or fees

shall be applied unless expressly agreed upon in writing, by both Parties. This

represents the full and complete payment by GNTB to Influencer.

INDEMNITY: Influencer agrees to indemnify and hold harmless the GNTB, its

directors, officers, employees, independent contractors, affiliates, agents,

successors, etc. from and against any and all damages, losses, costs and

expenses (including reasonable legal costs) incurred by GNTB in relation to any

breach of the Influencer’s warranties, agreements and representations given

under this Agreement.

EQUIPMENT: GNTB may at its sole discretion furnish Influencer with additional

equipment (e.g. mobile WiFi devices, etc.). Such equipment shall remain the

DZT Stand Mai 2017

property of GNTB and Influencer shall use its best endeavors not to injure or

lose such equipment (see INDEMNITY).

LIABILITY: Influencer hereby releases and discharges GNTB from all liability to

Influencer and covenants not to sue GNTB for any and all loss or damage on

account of injury to any person or property or resulting in serious or

permanent injury to Influencer, except when caused by gross negligence or

willful misconduct of GNTB. It is highly recommend that Influencer may

purchase (travel-) insurance in the event of property loss or personal injury.

GNTB will not provide such insurances.

WARRANTY: Influencer represents, warrants, and agrees that it is free to enter

into this Agreement and to grant the rights and licenses herein granted to

GNTB; Influencer has not heretofore entered and shall not hereafter enter into

any contract or agreement which is in conflict with the provisions hereof or

which would or might interfere with the full and complete performance by

Influencer of their obligations hereunder or the free and unimpaired exercise

by GNTB of any of the rights and licenses herein granted to it; Influencer

further represents and warrants there are no prior or pending claims,

administrative proceedings, civil lawsuits, criminal prosecutions or other

litigation matters, affecting Influencer which would or might interfere with

GNTB’s full and complete exercise or enjoyment of any rights or licenses

granted hereunder.

GOVERNING LAW: The governing law for this agreement shall be the laws of

the Federal Republic of Germany. Place of Jurisdiction shall be Frankfurt/M.,

Germany, if not agreed differently in the Offer.

DISCLOSURE: Influencer will comply with the Federal Trade Commission’s

Guides Concerning the Use of Endorsements and Testimonials in Advertising

(“FTC Guides”), current copies of which are available at

http://business.ftc.gov/advertising-and-marketing/endorsements, and the

WOMMA (Word of Mouth Marketing Association) Code of Ethics and Social

Media Disclosure Guide, current copies of which are available at

http://www.womma.org.

ORIGINAL WORK: Influencer hereby represents, warrants, and covenants that

all material in the Content (save and except any materials, if any, supplied by

GNTB) will be the original work and creation of the Influencer and will not

DZT Stand Mai 2017

infringe the rights (including without limitation, any intellectual property

rights) of any third party. Without limiting the generality of the foregoing,

Influencer agrees not to use any third party content without the express written

consent of GNTB.

MISCELLANEOUS

Confidentiality: Any information (financial, business or otherwise) relating to

either Party, or any information relating to the terms of the Offer or Campaign,

is confidential (the “Confidential Information”). Neither Party shall publicly

divulge or announce, or disclose to any third party, any Confidential

Information of the other Party without the prior written consent of that other

Party. Notwithstanding the foregoing, the Parties understand and agree that

Confidential Information does not include information that: (i) becomes known

to the general public without fault or breach on the part of the Party receiving

the information (the “Receiving Party”); (ii) is information that the Receiving

Party can show with documentary evidence was in its possession prior to

disclosure by the Party disclosing the information (the “Disclosing Party”); (iii)

is independently developed by the Receiving Party’s personnel having no

access to similar information obtained from Disclosing Party; or (iv) is required

to be disclosed by applicable law or court order, provided that the Receiving

Party provides the Disclosing Party with reasonable notice and the opportunity

to seek confidential treatment, a protective order or similar remedies or relief

prior to disclosure. Notwithstanding the foregoing, the Platform and the

Products and Services, and any trade-marks or other intellectual property of

GNTB will be Confidential Information of GNTB. Notwithstanding the foregoing,

the Parties understand and agree that the Receiving Party may divulge

Confidential Information to any of its affiliates, employees, professional

advisers or subcontractors solely as required for the Receiving Party to fulfill

its obligations set out under this Agreement, and provided that any such

permitted third-party recipient agrees to be bound by confidentiality

obligations in respect of such Confidential Information that are at least as

stringent as those set out herein, and provided further that the Receiving Party

will be liable to the Disclosing Party for any breach by such permitted third

party recipient of its confidentiality obligations.

Notices: Any and all notices, elections, offers, acceptances, and demands

permitted or required to be made under this Agreement shall be in writing.

DZT Stand Mai 2017

All correspondence to GNTB/GNTO will be addressed to the contact which is

mentioned in the Influencer contract.

Force Majeure: If for any reason beyond GNTB’s control including, without

limitation, force majeure occurrence, strike or labor dispute, or restraint of

public authority, GNTB is prevented from utilizing Influencer’s services

hereunder during any portion of the term of this Agreement, GNTB and

Influencer shall participate in good faith negotiations regarding any

modifications to the Agreement.

Severability: In the event any provision, clause, sentence, phrase, or word

hereof, or the application thereof in any circumstances, is held to be invalid or

unenforceable, such invalidity or unenforceability shall not affect the validity

or enforceability of the remainder hereof, or of the application of any such

provision, sentence, clause, phrase, or word in any other circumstances.

Entire Agreement: This Agreement (including any exhibits hereto, if any)

constitutes the entire understanding and agreement between Influencer and

GNTB hereto and supersedes any and all prior or contemporaneous

representations, understandings and agreements between the Influencer and

GNTB with respect to the subject matter hereof.