Master service agreement

Purpose

The Programmatic Company (hereinafter the "Company") publishes an online platform for the management, optimization and reporting of digital advertising campaigns, accessible in Saas mode at the following address: https://platform.theprogrammaticcompany.com/, (hereinafter the "Platform"), allowing its professional clients (hereinafter together the "Client") to manage all types of advertising campaigns via all types of distribution channels, in particular Ad exchanges, social networks, websites, mobile application environments, search marketing (hereinafter the "Services").

The Company and the Client are hereinafter referred to together or individually as the "Party (s)".

The purpose of these general conditions of services (hereinafter the "General Conditions") is to define the terms and conditions for the provision of the Services described in the article "Description of the Services", offered by the Company to any Client identified in the order form (hereinafter the "Order form"), as well as to define the rights and obligations of the Parties in this context.

The applicable General Conditions are those attached to the Order Form.

The Parties agree that these General Conditions and the Order Form, including any annexes, form an inseparable whole and constitute the entire agreement between them. They cancel and replace any prior agreement, letter, offer or other written or oral document having the same purpose. They are accessible and printable at any time through a direct link on the Platform home page.

Identification

The Services are provided by The Programmatic Company, a simplified joint stock company, registered in the Paris Trade and Companies Register under number 815 337 175, whose head office is located at 26 rue Damremont, 75018 Paris France.

The Company can be contacted at the following contacts:

Phone: +33 06 25 88 89 26

Email address: contact@theprogrammaticcompany.com

Acceptance of the following conditions

The Customer declares by signing the Order Form that he has read these General Conditions and expressly accepts them. This acceptance can only be full and complete, without modification of any kind.

Any membership subject to reservation is considered null and void. The Customer who does not agree to be bound by these General Conditions must not sign the Order Form or use the Services.

Access to services

The Services are accessible to any legal person acting through a natural person with the legal capacity to contract in the name and on behalf of the legal person.

The Services are exclusively reserved for Customers acting within the framework of their professional activity.

Registration to the platform

The Customer acknowledges and accepts that to access all or part of the Services, he must open an account for each member of his staff authorized to access the Services (hereinafter "the User"), on the Platform according to the procedure detailed below -after (hereinafter the "Account").

Upon receipt of the first Purchase Order dated and signed by the Customer, the Company opens an effective Account for each User referred to in the Purchase Order, in a form and according to the technical means it deems appropriate and their email address to the address entered in the Order Form, their login details and a temporary password. The Customer acknowledges and accepts that his identifiers will be the email address of Users whose contact details are provided in the Order Form or by any other means.

The Customer and each User acknowledge and accept that the information entered for the purpose of creating or updating an Account is proof of their identity. In particular, they undertake to provide a valid email address.

The User must activate his Account to validate his registration, within 48 hours of receiving notification of the opening of his Account by connecting to the Platform with the username he has provided and with a password that he will choose when activating his Account. The Customer has the possibility to change his password at any time, from his Account. It is recommended to change your password regularly.

The Customer agrees to inform the Company, without delay, of any change in said information at the contact address indicated in the "Identification" section hereof.

The Company also reserves the right, at any time after opening an Account, and by any means deemed useful, to implement any verification process it deems useful, particularly relating to the email address of the User, his identity and / or his contact details.

The Customer guarantees the Company that the information provided during the procedure for opening the Account or User Accounts is correct and that it is not vitiated by any misleading nature.

Strictly personal use

Only one Account can be created per User. This Account can only be used by the latter. The User is considered to be the person whose personal information matches that provided on the Order Form or by any other means of exchange, to the exclusion of any other third party.

The Client acknowledges and accepts that the Company does not under any circumstances verify that the User Accounts are operated by persons validly authorized by the Client and does not carry out any control of any kind over said User Accounts, which are entirely and exclusively under its responsibility.

The Customer and / or Users, if applicable, therefore undertake to use the Services personally, and not to allow any third party to use them in their place or for their own account, including another User, except to bear full responsibility.

All Users are also responsible for maintaining the confidentiality of their username and password and expressly acknowledges that any use of the Services from their Account, if applicable, will be deemed to have been carried out by themselves.

In the event that the Customer, through a User, finds that an Account has been used without his knowledge, he undertakes to notify the Company as soon as possible, at the address indicated in the article "Identification".

Non-commercial use

The Customer refrains from monetizing, selling, conceding, exchanging and more generally, negotiating all or part of the access to the Services, to the servers of the Platform, as well as to the information and / or texts, images, and other content exploited by the Company in connection with the use of the Services.

Duration

The Services are subscribed for the entire duration provided for in the Order Form (hereinafter the "Duration"), unless terminated by one or other of the Parties under the conditions detailed below in the "Termination" article.

Description of services

The Customer has access to the following Services, in a form and according to the functionalities and technical means that the Company deems the most appropriate, for the entire Duration hereof.

The Services subscribed to by the Customer are those detailed in the Order Form. Users access the Services, within the limits of the rights authorized by the Customer. Certain Services, as described below in the "Support Services" article, are provided by The Programmatic Agency, the Company's subcontractor (hereinafter "TPA") or by The Programmatic Media Network, the Company's subcontractor (hereinafter "TPMN"), in accordance with the Order Form, what the Customer expressly recognizes and accepts.

Platform features

Dashboard

Access to the Platform is organized by the provision of a dashboard, consisting in particular of a web page from which the Customer can use and manage the Services (hereinafter "Dashboard").

The Customer has in particular the possibility of viewing the digital advertising campaigns that he wishes to manage and have distributed through the Platform from the Dashboard (hereinafter the "Advertising campaigns").

The Client also has the possibility of following the history of his Advertising Campaigns managed from the Platform, according to the search criteria and the methods that the Company deems most relevant to provide the Services.

Tools for modeling and activating advertising campaigns

The Company makes tools available to the Customer, accessible from their Dashboard, enabling them to manage their advertising campaigns, from the expression of expectations to their diffusion.

Expression of expectations

Prior to any launch of an advertising campaign, the Client must provide information on the communication objectives targeted by the diffusion of each of its advertising campaigns.

The Company provides it with a tool allowing it to express its needs, according to a list of criteria proposed by the Company, at its free choice, and in particular, without this list being exhaustive, the format of the advertisement, the profile of the audience, the broadcast dates, the duration of the broadcast, the channels and countries of broadcast, the budget allocated to the purchase of advertising space for the said advertising campaign, as well as any other information that the client wishes to communicate to the Company (hereinafter the "Brief"). The Client acknowledges and accepts that the Brief, as validated by it, corresponds to its target communication objectives and that the Company does not carry out any relevance analysis or check that the Brief conforms to the Client's actual expectations, nor does it validate said Brief.

Editing a media plan

Once validated in the Dashboard, the Brief is sent to the Company, which makes available to the Client within 72 hours a media plan automatically generated on the Platform by the analysis algorithms developed by the Company, presenting a strategy for purchasing and in particular the locations and audiences concerned by the advertising campaign referred to in the Brief on the purchasing platforms selected according to the allocated budget (hereinafter the "Media planning").

The Customer has the possibility to modify, as many times as he wishes, the target criteria in the Brief. Any modification of the Brief by the Client will result in the issuance of a new Media Planning under the above conditions.

The Client acknowledges and accepts that the Media planning is drawn up by the Company automatically on the basis of the research information provided by the Client in the Brief only. The Company does not guarantee the Client that the Media planning is perfectly adapted to the expectations and specific needs of the Client. It is up to the Customer to verify the adequacy of the Media planning to his needs and to modify it before the diffusion of the Advertising Campaign. Any diffusion of an advertising campaign constitutes acceptance in the state of media planning and recognition of its suitability to its needs.

For any development of a personalized purchasing strategy, the Customer must subscribe to TPA Services, which he acknowledges and accepts.

Campaign activation

The Company provides the Client with real-time access to a database of audiences and inventories offered by the purchasing platforms, partners of the Company (hereinafter the "Base"). The latter reserves the right to add and / or remove purchasing platforms at any time.

The Company provides the Customer with a functionality allowing them to bid and buy automatically, in real time, from the Platform, via an API, on the various marketplaces for the sale of spaces advertising offered by the Company, at its free choice (ad exchange, social ad, search marketing and other channels), the advertising spaces on the basis of the criteria established in the Media planning and accepted by the Customer (hereinafter the "Places of Market").

The Customer contracts directly with the Marketplace, through its activation provider, if applicable.

Diffusion and optimization of advertising campaigns

The Client uploads to the Platform all editorial, visual and photographic content of the Advertising Campaign (hereinafter the "Advertising Content"), using the means that the Company deems most appropriate.

The Company provides the Client with a functionality enabling him, through the API, to load the advertising content on the Marketplace and send it directly to the advertising space purchased for diffusion.

The Customer acknowledges and accepts that the Company does not provide hosting or storage of advertising content, which is the responsibility of the publishers of distribution platforms on which it has purchased advertising space. The Customer expressly acknowledges and accepts that the Advertising Content is only loaded on the Platform for the purpose of being immediately transferred to said advertising space.

Furthermore, the Company does not verify the nature, content, accuracy or quality of the Advertising Content uploaded by the Client to the Platform and, consequently, the Company cannot be held liable in this regard.

Likewise, the Client acknowledges and accepts that the Company does not host or store Personal Data belonging to the Client and which would allow the creation of advertising campaigns addressed to target individuals of the Client. This Data, in the case of such use, would be uploaded directly into the tools of the advertising purchasing Platforms on advertising accounts dedicated to the Client by the Client himself, so that the Company would at no time be a custodian of said Personal Data.

Finally, the Customer is aware of the technical hazards which may affect the network and lead to slowdowns or unavailability making connection impossible. The Company cannot be held liable in the event of any technical incidents during the processing of the API request to the selected advertising platforms.

The Company also provides the Client with a functionality for monitoring and optimizing its advertising campaigns throughout their diffusion.

Reporting

The Client has access to the diffusion statistics of his Advertising Campaigns automatically generated by the Platform, according to the terms that the Company deems most relevant to provide the Services, and in particular to allow him to visualize the number of views, the duration of diffusion as well as the performance of the advertising campaigns disseminated on the selected advertising platforms, in particular with regard to the diffusion universe, the type of inventory, the creative format, etc. (hereinafter the "Reports").

The Company reserves the right to generate statistical data through a third-party provider or by itself, at the Company's free choice, which the Client acknowledges and accepts.

The Client can freely use the Reports generated by the Platform for his own needs. The Customer is also authorized to make them available to any third party who would perform services on his behalf, it being specified that this use must be limited to the needs of the Customer. The Client is prohibited from using the Reports generated by the Platform for the production or provision of services competing with those of the Company, whether these services are provided free of charge or against payment.

Support services by The Programmatic Agency (TPA)

The Company may provide the Customer, at the Customer's express request in the Order Form, a specific support service, through its subcontractor TPA, according to the terms and conditions provided herein, which the Customer expressly acknowledges and accepts. The Customer expressly authorizes the Company to subcontract said Support Services to TPA in their entirety, without being able to object. As such:

These Services will be provided by any means useful to the choice of the Company.

Preparation of the Media Planning

The Company undertakes to develop the Media Planning on the basis of the communication objectives expressed by the Client for each advertising campaign in the Brief. The Brief will be drawn up by the Company on the basis of prior discussions and working meetings with the Client, of which the Company is the sole judge of the number of meetings necessary for this purpose.

In this context, the Client undertakes to communicate all the elements, documents and information necessary for the preparation of the Brief and to ensure the effective participation of the members of his staff assigned to the implementation of the Campaign advertising at all meetings organized by the Company.

The Company undertakes to send the Brief to the Client, by any means deemed useful and in particular by email to the address given in the "Notification" article, no later than five (5) days from the signing of the Purchase order. The Customer agrees to validate the Brief in writing, at the latest within three (3) days of receipt thereof. In the absence of written validation within the said period, the Parties recognize and accept that the Brief corresponds to the expectations and needs of the Customer, as expressed by the latter, which constitutes irrevocable validation thereof.

The Client acknowledges that the Brief, as validated by him, corresponds to his target communication objectives and that the Company cannot be committed as such.

Based on the Brief, the Company undertakes to develop a detailed media planning according to the Client's objectives for each Advertising Campaign within five (5) working days of the validation of the Brief. The Media planning must include understanding the Client's challenges, qualifying campaign objectives, defining a purchasing strategy and in particular the locations and audiences concerned by the advertising campaign referred to in the Brief on purchasing platforms selected according to the allocated budget. The media planning must also include a schedule for carrying out the services of purchasing and distributing the advertising campaigns, as well as a budget allocated for said services.

The Company sends the Customer, at the same time as the Media planning, an order form summarizing the key elements of the purchasing strategy to be implemented and in particular, the campaign objectives, the inventories selected, the allocated budget, the calendar performance and duration of the Advertising Campaign.

It is understood between the Parties that the signature of this order form by the Customer implies acceptance of the Media planning in all its provisions, and constitutes acceptance of the implementation of the measures provided for in the said Media planning. The Customer acknowledges and accepts that the order for Advertising Space Purchasing Services is irrevocable upon receipt by the Company of the Order Form validating the Media planning, signed and dated by the Customer.

Purchases of advertising space in the name and on behalf of the Customer

The Company undertakes to provide the Customer with the services of purchasing advertising space on Market Places, in accordance with the elements and the budget set out in the Media planning.

In this regard, the Client expressly gives a mandate to the Company, and its subcontractor TPA, to purchase, in its name and on its behalf, advertising space from the Marketplaces selected in the Media planning. The Client acknowledges and accepts that the Company reserves the right to use any technology of its choice for the performance of the Support Services provided for herein, and in particular reserves the possibility of purchasing external data and / or of using "dynamic retargeting" technologies.

Managing Advertising Campaigns

The Company further undertakes to carry out the operations necessary for the dissemination of the Customer's advertising campaigns on the advertising spaces purchased. In this regard, the Customer undertakes to upload, in good time, all editorial, visual and photographic content of the Advertising Campaign (hereinafter the "Advertising Content"), using the means that the Company deems most appropriate.

The Customer is reminded that the responsibility of the Company, or that of TPA, can not be engaged, under any circumstances, in the event that the Advertising Content as communicated by the Customer is erroneous, nor for any technical incident encountered during processing of the API request to the selected distribution platforms.

All the actions implemented by the Company with a view to disseminating and optimizing the Advertising Content are summarized in the Reports produced by the Company and made available to the Client by any means deemed useful and in particular, by the Platform, to which the Client access, at any time, through its Dashboard.

Support services by The Programmatic Media Network (TPMN)

The Company may provide the Customer, at the Customer's express request in the Order Form, a specific mediabuying service done through ad accounts opened under the name of its subcontractor TPMN, according to the terms and conditions provided herein, which the Customer expressly acknowledges and accepts. The Customer expressly authorizes the Company to subcontract said Support Services to TPMN in their entirety, without being able to object. As such this Service will be provided by any means useful to the choice of the Company.

Assistance and technical support

The Company offers the Customer, as part of an obligation of means, technical assistance to report any anomaly in the access or use of the Platform. Technical support is available Monday through Friday, 9 a.m. to 5 p.m. KST, by email at support@theprogrammatic.company.

When making a support request, the Customer must provide, at a minimum, the following information: the name of the Customer, the priority of his support request, a description of the problem, and the software environment of the Platform (internet browser, etc…).

Other services

The company reserves the right to offer any other Service it deems useful, in a form and according to the functionalities and technical means that it deems most appropriate to provide said Services.

Terms of subscription to services

To access all of the Services, the Customer must sign an Order Form covering the Services detailed above in the "Description of Services" article, excluding additional paid services.

The request to subscribe to the Services may be sent to the Company, by email, at the contact details provided in the "Identification" section or made directly on the Platform (hereinafter the "Order").

The Order must specify the Customer's contact details, and in particular the email address of a contact, as well as the subscription to Support Services, and any other information that he deems useful in the provision of the Services.

Upon receipt of the Order, the Company undertakes to issue an Order Form which will be sent to the Customer, by email to the address provided on the Order or made available on the Platform. The Order Form must imperatively be accompanied by these General Conditions. If no Purchase Order is sent to the Customer within five (5) days, the Order will be deemed not to have been accepted.

If the Customer accepts the Company's proposal, he must communicate to the Company the Order Form duly signed by his legal representative no later than five (5) days from the date on which this is made available to him latest.

Any request to modify the Order sent by the Customer to the Company, after the issuance of the Order Form, will result in the issuance of a new Order Form under the conditions described in this article, canceling and replacing the previous one. Purchase order.

The Company remains free to accept or not any modification of the Order sent to it after receipt of the Order form validly signed by the Customer.

Any request to modify the Services may be sent by the Customer to the Company at any time, throughout the duration of the service, by any means. It will give rise to the issuance of a new Purchase Order, under the conditions described in this article, canceling and replacing the previous one. The requested changes will be effective on the effective date indicated on the amending Order Form.

Licence to use the platform

The Company grants the Customer, for the Duration of the service and for the whole world, unless otherwise indicated in the Order Form, the non-exclusive, personal and non-transferable right to use the Platform, as part of his professional activity in accordance with the terms hereof and the Technical Documentation.

In particular, the license is only granted for the sole purpose of allowing the Customer to use the Services as referred to in the Order Form, to the exclusion of any other purpose. The right of use means the right to represent and perform the Services according to their intended purpose, in SaaS mode via a connection to an electronic communications network.

The Customer expressly refrains from any other use of the Platform, and in particular, he refrains from reproducing, arranging, adapting the Platform, making it available to third parties other than the Users, creating any derivative work of all or part of the Platform, to market it or to offer it for rental, without this list being exhaustive.

This user license is granted to the Customer subject to full payment of the price, under the conditions provided for in the article "Pricing conditions" below.

Financial conditions

Budget determination

As part of the subscription to the Services, the Client alone determines and manages the Budget allocated to the purchase of advertising space. The Company does not intervene in any way in transactions carried out by the Client for the benefit of Market Places.

When the Client subscribes to Support Services, the Parties recognize and accept that the Budget allocated to the purchase of advertising space is managed by the Company. In this case, the Budget is determined by mutual agreement between the Parties in the Purchase Order.

As part of the use of advertising accounts belonging to it and when requested by the Customer to act in this way, the Company undertakes to pay directly the sums corresponding to the purchase of advertising space on Marketplaces, within the limit of the allocated Budget and in compliance with the strategy set out in the Media planning, in the name and on behalf of the Client.

The Parties agree that the Company re-invoices the amounts actually paid to the Marketplace, on presentation of supporting documents, on a monthly basis. The Company will issue an invoice per Advertising Campaign managed during the past month.

The Client acknowledges and accepts that the Company may be required, given market fluctuations, to exceed the Budget by five (5) to ten (10)% of the initial amount to meet the dissemination objectives of the advertising campaigns referred to in the Media planning. In this case, the Company will invoice the supplement, which the Customer expressly acknowledges and accepts.

The Client acknowledges and accepts that if the Budget becomes insufficient during the execution of the Services to achieve the objectives of the Media planning, due to the fluctuation of the market, of more than five (5) to ten (10)% of the initial amount, the Parties will have to meet to define new objectives and / or a new Budget. Failing this, the Company undertakes to make its best efforts to meet the objectives of the media planning, with regard to the allocated Budget and taking into account market fluctuations. It cannot be held liable for not having achieved all of the said objectives in such a case, which the Customer acknowledges and accepts.

As part of the use of advertising accounts belonging to the Customer, the latter will directly pay for the Market Places.

Remuneration for Services

Subscription to the Services is subject to payment of an initial price applicable to the Customer's Order, as indicated on the Order Form. Failing this, the price applicable to the Services is that provided for in the Company's price list applicable on the date of execution of the Services, which can be viewed on request.

Support Services are subject to additional billing, depending on the Services selected and the number of Advertising Campaigns. The price of Support Services refers to the remuneration for said Services and does not include the amount of the Budget, which is managed separately.

Unless otherwise stated, prices are expressed in Euros, and are exclusive of tax.

The sums paid by the Customer for the Services are not refundable.

The Company reserves the right, at its discretion and according to terms of which it will be the sole judge, to propose promotional offers or price reductions.

Terms of payment

The Customer is required to pay the price, term due, by bank transfer to the Company's bank account, the references of which are indicated on the invoices.

When the Customer subscribes to Support Services, he acknowledges and accepts that the price will be invoiced directly by TPA or TPMN, according to the terms and conditions issued by TPA or TPMN in the corresponding invoice. Any payment made to TPA or TPMN for said Support Services definitively exonerates the Client from any payment to the Company.

Services are billed monthly and invoices are payable within thirty (30) days from the date of issue of the invoice, net and without discount.

The Customer guarantees the Company that he has the necessary authorizations to make payment by bank transfers. In particular, he undertakes to take the necessary measures so that the transfer can be made.

Default of payment

The Customer is informed and expressly accepts that any late payment of all or part of an amount due on its due date will automatically result, without prejudice to the provisions of the articles "Penalty for breaches" and "Termination", without prior notice:

• (I) The forfeiture of the term of all sums due by the Customer and their immediate payment.
• (II) The immediate suspension of current Services until full payment of all amounts due by the Customer
• (III) Invoicing in favor of the Company of late interest at the rate of five (5) times the legal interest rate, based on the amount of all the sums due by the Client and a lump sum compensation of forty (40) euros for recovery costs.

Platform hosting

The Company undertakes to ensure, under the terms of an obligation of means, the hosting of the Platform in accordance with the practices of the profession and the state of the art, on its own servers or by a service provider professional accommodation, carrying out its activity in accordance with the customs of the profession and the state of the art.

In this context, the Company undertakes to provide the Customer with sufficient storage and processing capacities within the framework of the Services, in accordance with the practices of the profession and the state of the art.

The Company undertakes to implement all the technical means, in accordance with the state of the art, necessary to ensure the security and access to the Services, relating to the protection and surveillance of infrastructures, the control physical and / or intangible access to said infrastructures, as well as the implementation of detection, prevention and recovery measures to protect servers from malicious acts.

The Company also undertakes to take all useful precautions, with regards to the nature of the data and the risks presented by the automated processing of data implemented for the needs of the Services, to preserve the security of the data, and in particular to prevent they are distorted, damaged or accessed by unauthorized third parties.

It is expressly recalled that the Company does not provide hosting for advertising content which is hosted on the servers of the publishers of advertising platforms distributing said advertising content.

Service level guarantees

The Company undertakes to make its best efforts to ensure the permanence, continuity and quality of access to the Services throughout the Term.

As such, the Company will make its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in cases of force majeure or scheduled maintenance.

Given the complexity of the internet, the unequal capacities of the different subnets, the influx at certain times, the various bottlenecks over which the Company has no control, the latter's liability will be limited to the operation of its servers, the outer limits of which are formed by the connection points.

In addition, the Company cannot be held responsible for (I) access speeds to its servers, (II) external slowdowns to its servers, and (III) poor transmissions due to a failure or malfunction of these networks.

If necessary, the Company reserves the right to limit or suspend access to the Platform to carry out any maintenance and / or improvement operation. In this case, the Company undertakes to inform the Customer in advance by any useful means of these maintenance and / or improvement operations, and in particular by general informative message on the Platform home page.

In any case, it is expressly agreed between the Parties that the Company cannot be held responsible for the possible impact of the unavailability of the Platform on the Client's activities, in accordance with the conditions provided for in the article "Limitations of responsibility of the Company".

Client's obligation

Without prejudice to the other obligations provided for herein, the Customer undertakes to comply with the following obligations.

• (I) The Customer undertakes, in his use of the Services, to comply with the laws and regulations in force and not to infringe the rights of third parties or public order. He is also solely responsible for the proper accomplishment of all formalities, in particular administrative, fiscal and / or social and for all payments of contributions, taxes or duties of all kinds which are incumbent upon him, if applicable, in relation to his use of the Services. The responsibility of the Company can in no case be engaged in this respect.
• (II) The Customer acknowledges having taken cognizance of the characteristics and constraints, in particular technical, of all the Services, and in particular of the Platform, detailed in the Technical Documentation, and that he has received all advice and instructions from the Company and details that are necessary for him to subscribe to the present, that he has sufficient knowledge of the Platform and that he has previously communicated with the Company sufficiently to ensure that the Services correspond to his expectations, needs and constraints. The Customer is informed and accepts that the implementation of the Services requires that he be connected to the Internet and that the quality of the Services depends directly on this connection, for which he is solely responsible.
• (III) He is, moreover, solely responsible for his use of the Services. In particular, he is informed of the predictive and statistical nature of the Platform and of the risk of error inherent in connection with these Services. He acknowledges and accepts that the Company does not in any way guarantee the accuracy of the results generated by the Platform, nor their compliance with legal provisions. He acknowledges and accepts that it is his sole responsibility to verify the compliance of the results generated by the Platform with his own expectations and needs, as well as the relevance of the information communicated before any possible use. The Customer remains solely and solely responsible for the use of the information and the results obtained from the Platform.
• (IV) The Customer undertakes to ensure that Users respect the license rights granted by the Company hereunder. He further undertakes to inform Users of the limitations of guarantees and responsibilities of the Company, provided for in these General Conditions, on any permanent medium of his choice.
• (V) The Client undertakes to provide the Company with all the documents, elements, data and information necessary for the proper performance of the Support Services. More generally, the Client undertakes to cooperate actively with the Company for the proper execution of these presents and to inform it of any difficulties associated with this execution.
• (VI) The Customer is solely responsible for the collection of its data and the operation of its databases. He is also solely responsible for the quality, legality and relevance of the data he transmits for the purposes of using the Services. He recognizes and accepts that the quality of the Services depends on numerous parameters which are beyond the control of the Company and which may change over time, in particular the quality and variability of data from third parties and / or the Client.
• (VII) The Client acknowledges that the Services offer him an additional, non-alternative solution for the management, optimization and reporting of digital advertising campaigns, and that this solution cannot replace other means which he may otherwise have available to achieve the same goal. In addition, he expressly acknowledges and accepts that the Media planning, whether generated by the Platform or developed by the Company, constitutes an aid in making decisions about the implementation of advertising campaigns and that it remains free to follow or not the audiences and the inventories recommended in the Media planning.

The Customer is, moreover, solely responsible for the content that he communicates to the Company as part of the Services. It guarantees the Company that it has all the rights and authorizations necessary for the dissemination of this content.

The Customer undertakes that the content is lawful, does not infringe public order, good morals or the rights of third parties, does not infringe any legislative or regulatory provision and more generally, is in no way likely to put the Company's civil or criminal liability is at stake.

The Customer is therefore prohibited from disseminating, in particular and without this list being exhaustive:

• Pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, abusive, violent, racist, xenophobic or revisionist content.
• Infringing content.
• Content that is detrimental to the image of a third party.
• Content that is false, deceptive or proposing or promoting illicit, fraudulent or deceptive activities.
• Content harmful to the computer systems of third parties (such as viruses, worms, Trojan horses, etc.).
• More generally content that may infringe the rights of third parties or be detrimental to third parties, in any way and in any form whatsoever.

The Client guarantees the Company against any complaints, claims, actions and / or claims that the latter may suffer as a result of the breach by the Client of any of its obligations or guarantees hereunder. He undertakes to indemnify the Company for any damage it may suffer and to pay it any costs, charges and / or sentences that it may have to bear as a result.

Prohibited behaviors

The Customer is strictly prohibited from using the Services for the following purposes:

• The exercise of illegal, fraudulent or infringing activities on the rights or safety of third-parties.
• Breach of public order or violation of the laws and regulations in force.
• Intrusion into a third party's computer system or any activity likely to harm, control, interfere or intercept all or part of a third party's computer system, violating its integrity or security.
• Aid or incitement, in any form and in any way whatsoever, to one or more of the acts and activities described above.
• More generally any practice diverting the Services for purposes other than those for which they were designed.

It is strictly forbidden for the Customer to copy and / or divert the concept, technologies or any other element of the Platform for their own purposes or those of third parties.

The following are also strictly prohibited: (I) any behavior likely to interrupt, suspend, slow down or prevent the continuity of the Services, (II) any intrusions or attempted intrusions into the Company's systems, (III) any misappropriation of system resources of the Platform, (IV) any actions likely to impose a disproportionate load on the Platform's infrastructure (V) any breaches of security measures, (VI) any actions likely to infringe the rights and interests of financial, commercial or morals of the Company or users of the Platform, and finally more generally (VII) any breach of these.

Sanction to the breaches

In the event of a breach of any of the provisions hereof or, more generally, of a breach of the laws and regulations in force by the Client, the Company reserves the right to take any appropriate measure and in particular to:

• (I) Suspend, temporarily or permanently, without delay, access to the Services of the Client who committed the breach or offense, or who participated in it, and in particular, in the event of the provision of erroneous, incomplete or false information or expired during registration and during the Term.
• (II) Take all appropriate measures and initiate any legal action.
• (III) If necessary, notify the competent authorities, cooperate with them and provide them with all the information useful for the investigation and suppression of illegal or illicit activities.

In the event of the Client's breach of an essential obligation arising from these General Conditions, or of repeated breach of them, the Company reserves the right to terminate the Client's access to all or part of the Services, with immediate effect, by E-mail. The termination takes effect automatically on the date of sending, by the Company, of the writing addressed to the Customer in application of this clause. It automatically and without prior notice results in the deletion of the Customer's Account, without prejudice to any other consequences that may arise in application of these General Conditions.

Limitations on warranties and liability of the company

The Company undertakes to provide the Services with diligence and according to the rules of the art, it being specified that it weighs an obligation of means, to the exclusion of any obligation of result, which the Customer recognizes and accepts expressly.

The Customer declares to be informed that the responsibility of the Company, under these General Conditions, is limited to the provision of the Services described in the article "Description of the Services", to the exclusion of any other service.

The Customers contract directly with the Market Places, the Company can in no case be party to any possible disputes whatsoever between the Customers and Market Places, concerning in particular the performance of all obligations to which the Customer or the operator of ad exchange platforms would be required. The same applies when the Client authorizes the Company to proceed with the purchase of advertising space in his name and on his behalf.

Furthermore, the Company cannot be held liable in the event of the absence of a sale concluded between the Client and the Market Places. It cannot be responsible either:

• Due to the non-distribution of the Client's advertising campaigns by the publishers of the distribution platforms.
• In the event of non-compliance of the Services with the Customer's needs and expectations not expressed in the Media planning.
• Due to the level of exposure or clicks, sales or purchases resulting from the dissemination of Advertising Campaigns.
• Because of the environment of the advertising spaces, and in particular of the content disseminated on the distribution platforms of the advertising campaigns. However, the Company undertakes to make its best efforts not to distribute the Advertising Campaigns on platforms that are notoriously pornographic or do not comply with the laws in force in the countries of distribution.

In addition, the Company does not guarantee the Client that:

• The Services, subject to constant research to improve performance and progress, will be completely free from vices, errors or faults.
• Unless otherwise indicated in the Order Form, the Services being standard and in no way offered for the sole intention of the Customer according to his own personal constraints, will specifically meet the needs and expectations of the Customer.
• The Platform will operate uninterruptedly, the Company reserving the right to temporarily interrupt access to the Platform for reasons in particular of maintenance, and cannot under any circumstances be held responsible for disturbances or failures of the Internet network or the network telecommunications, and more generally which would have their origin in circumstances which are external to him or resulting from the force majeure. The interruption of the Services does not give rise to the right to any form of compensation, which the Customer expressly acknowledges and accepts.

Consequently, the Customer is reminded that it is their responsibility to take all appropriate measures to minimize the harmful consequences related in particular to a possible interruption in the operation of the Platform or to a loss of data transmitted and / or generated by mentioned Platform.

The Company undertakes to implement all the means at its disposal to provide complete, reliable and up-to-date information.

However, taking into account the difficulties of access to information, the diversity of the sources of information, the delay, the absence or poor conditions of publication, publicity, updating or translation of the information concerned, and more generally of all applicable regulations and standards, the information is provided by the Company for guidance only to Customers, within the framework of the Services, and cannot, under any circumstances, engage its responsibility, nor those of its partners and correspondents, in the event of erroneous, incomplete or outdated information.

Subject to these reservations, the Company may be held liable under the conditions of common law solely for direct damage suffered by the Customer, resulting from a breach of its contractual obligations as defined herein.

The Customer therefore waives claiming compensation from the Company for any reason whatsoever, for indirect damage, and in particular loss of profit, loss of opportunity, commercial or financial damage, increase in overheads or losses finding their origin or being the consequence of the execution hereof.

In any event, as an essential and decisive condition of the Contract, if the liability of the Company was engaged, the total amount of damages that the Company could be required to pay to the Client, all causes combined, is limited to amounts actually paid or owed by the Customer for the Services during the six (6) months preceding the event giving rise to liability. For the first six months following the effective date of the Contract, the Parties agree to define this amount by establishing a projection over six (6) months of the average monthly amount invoiced until the day of the event giving rise to liability.

Confidentiality

During the entire period of opening of the Account and for a period of three (3) years after the closure of said Account, the Parties undertake to keep all information and documents of any kind strictly confidential that they would have received from each other in execution hereof and / or constituted in execution hereof, and in particular information of an economic, strategic or marketing, legal nature, manufacturing or business secrets, knowledge-to license software, databases, and in particular all the data constituting the execution of the Services.

Each of the Parties undertakes:

• Not to use confidential information for purposes unrelated to these.
• To strictly preserve the confidentiality of this information and apply the same degree of precaution and protection as that which it applies to its own information of the same importance.
• Not to disclose this confidential information to any third party, in any form whatsoever, in any way and for any reason whatsoever, with the exception of members of its staff or any other person acting on its behalf and on its behalf who need to know it for the execution hereof.

A Party shall not be bound to respect this obligation of confidentiality with regard to any confidential information communicated by the other Party when the latter has expressly and previously released it from this obligation in writing.

Confidentiality does not apply:

• Information known to have been disclosed before it was obtained and / or received by the Parties or which would become so subsequently, through no fault of one of them.
• Information not resulting either directly or indirectly from the use of all or part of the confidential information within the meaning of this article.
• Information validly obtained from third parties authorized to transfer or disclose said information.

A Party shall not be bound to respect this obligation of confidentiality with regard to any confidential information communicated by the other Party when the latter has expressly and previously released it from this obligation in writing. If one of the Parties was forced to reveal this confidential information to comply with a legal or regulatory obligation or a court decision, it being understood that such disclosure may only relate to confidential information whose disclosure is expressly required by such legal or regulatory obligation or by such a court decision, it must first inform the other Party as soon as possible.

Intellectual property

The systems, software, structures, infrastructures, databases, codes and content of any kind (texts, images, visuals, logos, brands, databases, etc.) operated by the Company on the Platform, as well as the Platform itself even and APIs, are protected by all intellectual property rights or database producer rights in force.

All disassembly, decompilation, decryption, extractions, reuse, copies and more generally, all acts of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of the Company are strictly prohibited and may be the subject of legal proceedings.

Personal data

The Company practices a personal data protection policy, the characteristics of which are explained in the document entitled "Charter relating to the protection of personal data", accessible on the home page of the Platform and which the Customer is expressly invited to take notice.

Each Party remains responsible for the processing of personal data that it carries out in its name and on its behalf, and declares in particular to respect all the legal and regulatory obligations incumbent on it in terms of the protection of personal data aimed at guaranteeing in particular the security and the confidentiality of the data collected and processed.

The Company is in no way responsible for any processing of personal data carried out by a Client in respect of the activities of said Client and to which the Company is totally unrelated.

Commercial references

The Parties are the sole owners of their names, brands, logos, signs and designs.

Each of the Parties undertakes to respect the intellectual property rights of the other Party on its distinctive signs and in particular, refrains from creating any analogy and / or confusion in the mind of the public for any purpose whatsoever and by whatever mode it may be, in particular, each of the Parties undertakes not to:

• Use the name of the other Party in its name or in any other trade name or company name without limitation.
• Register or cause to be registered, for the duration and after the end of the contractual relationship between the Parties, any brand, name, logo, sign and design used by the other Party.

These presents therefore do not imply any assignment of the intellectual property rights held by the Parties on their distinctive signs for the benefit of the other Party, which the latter expressly acknowledges under the terms hereof.

The Parties reciprocally authorize each other to use the name, brand, logo and references of the other Party as commercial references, in any medium and in any form whatsoever, in particular during events or in particular promotional events, in its commercial or advertising documents and on its website, during the term hereof and three (3) years following the end of the relationship between the Parties.

Termination

Termination in the event of breach

In the event of a breach by one of the Parties of any of its obligations, these General Conditions shall be terminated automatically and without legal formality, fifteen (15) calendar days from the receipt by the defaulting Party, of a formal notice to have to remedy the said breach which has remained without effect, sent by registered letter with acknowledgment of receipt, mentioning the intention to apply this clause, without prejudice to any damages which may be claimed from the Defaulting Party and any penalty that may be due.

Consequence of the end of the Services

The Customer acknowledges and admits that the end of the Services, for any reason whatsoever, results in the final closure of his Account, and of access to the Services. The Customer makes it his business to recover the data stored on his Account, on the medium and in the format of his choice, which he recognizes and accepts.

The Customer also acknowledges that in the event of termination of the Services, for any reason whatsoever, all of the sums owed by the Customer to the Company on the date of termination or denunciation become immediately payable. The Client acknowledges and agrees that all sums accepted in the Purchase Order under the TPA Mission become immediately payable, in full, on the date of termination, unless terminated due to a serious breach by the Company.

Advertising

The Client authorizes the Company, as well as TPA and TPMN when the Client subscribes to the latter's Services, to quote and reproduce as a reference the name and logo of the Client on its commercial and / or advertising documentation, as well as the description of the Services provided on its own behalf and this even after the expiration of the present.

Links and third-party sites

The Company can in no way be held responsible for the technical availability of websites operated by third parties (including any partners) to which the Customer would access through the Platform.

The Company assumes no responsibility for the content, advertising, products and / or services available on such third-party sites, which are reminded that they are governed by their own conditions of use.

The Company is also not responsible for transactions between the Client and any publisher (including its possible partners) to which the Client is referred through the Platform and may in no case be party to any disputes possible whatsoever with these third parties concerning in particular any obligations to which these third parties are bound.

Insurance

The Company and the Client each guarantee that they have taken out the insurance policies necessary to insure and guarantee the consequences of their professional civil liability in the event that it is incurred, so as to cover the financial consequences of the damages for which it would have to answer.

Each of the Parties undertakes to maintain these insurance policies for the duration of the execution hereof. Each Party undertakes to produce the corresponding insurance certificates at the first request of the other Party.

Any modification, suspension or termination of insurance policies by either Party must be brought to the attention of the other Party, without delay, by sending a registered letter with acknowledgment of receipt to the address of the other Party as indicated at the beginning of these presents.

Social regulation

The Company declares to comply with the tax and social legislation in force, to be up to date with the payment of social contributions and to be able to provide proof of compliance with the various applicable obligations in this area, at the Client's request. In the event that the annual amount of remuneration received for the Services by the Company from a Client is greater than the sum of € 5,000 excluding tax, the Company will provide the Client, at the latter's request and as often as necessary, until the end of the execution of these General Conditions, the following documents:

• (I) An identification card justifying registration in the trade register or an extract from the registration in the Trade and Companies Register, dated less than three (3) months (extract K-bis).
• (II) A certificate of provision of social declarations from the social protection organization responsible for collecting contributions and social contributions incumbent on the Company.
• (III) A sworn statement, by virtue of which the Company certifies having filed with the tax authorities, on the date of the certificate, all of the mandatory tax declarations, and that the work will be carried out with employees regularly employed with regard to the Labor Code.

Non solicitation of staff

Each Party waives, except with the prior written consent of the other Party, to solicit, canvass directly or indirectly an employee of the other Party or to employ him under any status whatsoever. In addition, the Customer also refrains from soliciting and / or canvassing, directly or indirectly, any employee of TPA or employing him or her under any status whatsoever.

This waiver remains valid for a period of one (1) year from the termination of a Purchase Order.

Absolute necessity

The Company cannot be held liable to the Customer in the event that the performance of its obligations is delayed, restricted or made impossible due to the occurrence of a force majeure event. In particular, the assumptions usually recognized by case law and French courts are considered as force majeure.

In the event that the case of force majeure continues beyond a period of thirty (30) days, the Parties may terminate these General Conditions, as of right, without legal formality, without notice and without the right to compensation of any nature whatsoever, by sending a registered letter with acknowledgment of receipt having immediate effect.

Subcontracting

The Client acknowledges and accepts that the Company may subcontract the performance of all or part of the Services to a third party. As of the date hereof, the Client is informed that certain Services are provided by The Programmatic Agency, a simplified joint stock company registered with the RCS of Paris under number 813523776, having its registered office at 26 rue Damrémont, 75018 Paris.

It is expressly agreed that the Company remains fully responsible in the event of contractual breaches hereto by its subcontractors.

Language

In the event of a translation of these General Conditions into one or more languages, the language of interpretation will be the French language in the event of contradiction or dispute over the meaning of a term or a provision.

Waiver

The fact for one of the Parties not to have exercised any right or power under the provisions of these General Conditions, or to have exercised it late, cannot be interpreted as a waiver to exercise all or part of this right or power, and any single or partial exercise of any right or power cannot prevent a new implementation of this right or power.

Nullity

If any of the provisions of these General Conditions were to be declared null or not applicable by reason of a law, a regulation or following a final decision rendered by a competent court, only this provision would be affected of nullity, the other provisions will retain all their force and scope.

The Parties undertake to negotiate in good faith the replacement of the obsolete provision by a provision as comparable as possible in order to preserve the initial intention of the Parties and the economy of the General Conditions.

Applicable law and juridiction

These General Conditions are governed by French law.

Any dispute or dispute over their validity, interpretation and / or execution will be subject to the exclusive jurisdiction of the Courts of Paris, except for mandatory procedural rules to the contrary.

Coming in force

These General Conditions entered into force on 07/01/2021.