GENERAL TERMS OF CONDITIONS

1. Acceptance of terms and conditions of purchase

Unless explicitly agreement and evidenced in writing, purchases of 5M Ventures Régie will be made under the terms and conditions set forth below. These cannot be modified by contrary stipulations appearing on the orders or in the general terms and conditions of sale of the media, except by prior mutual agreement between the parties stipulated exclusively in writing.

2. Relations with third parties

The purchase of space from the media is made within the framework of a mandate accepted by the Advertiser under the exclusive account of 5M Ventures Régie. The Advertiser undertakes to inform the media of the elements of the mandate that have an effect on the performance of its services (limitation of missions). The mandate allows 5M Ventures Régie, in accordance with the law, to represent the Advertiser with the chosen media only after signature of the C.G.V. and the order form sent to the Advertiser within the framework of the campaign and the stipulated mission.

3. Duration and end of mandate

The mandate is valid for a period of one (1) year from the date of signature. It shall be tacitly renewable for the same period, unless one of the signatories to the mandate gives prior notice to the other party of its wish to terminate it. Such notification must be made three (3) months before the end of the mandate, by registered letter with acknowledgement of receipt.

The mandate may be terminated at any time by either of the parties by registered letter with acknowledgement of receipt, with one month’s notice.

In the event of termination outside the framework indicated, 5M Ventures Régie reserves the right to ask the Advertiser for the fees calculated on the net amount invested, excluding taxes, of the previous and/or current year as compensation.

4. Liability

Advertisements are broadcast under the sole responsibility of the Advertiser. They must comply with the laws existing in France as well as with the recommendations of the ARPP and the C.S.A.

5M Ventures Régie is released from any liability in this respect; any prejudice suffered in this respect will be the subject of legal proceedings for damages by 5M Ventures Régie and the media against the Advertiser.

5. Orders

Advertisements are broadcast under the sole responsibility of the Advertiser. They must comply with the laws existing in France as well as with the recommendations of the ARPP and the C.S.A.
5M Ventures Régie is released from any liability in this respect; any prejudice suffered in this respect will be the subject of legal proceedings for damages by 5M Ventures Régie and the media against the Advertiser.

6. Order confirmation

Any order issued by the Advertiser is firm and final. In case of cancellation by the Advertiser, the fees indicated by 5M Ventures Régie remain due and/or acquired. 5M Ventures Régie cannot guarantee the Advertiser that the media will accept the said cancellation. The signature of the order form by the Advertiser constitutes acceptance of the 5M Ventures Régie’s Terms and Conditions and of the media without any restriction. In the event of cancellation by the Advertiser for any reason whatsoever, the aforementioned medium may request compensation from the Advertiser in accordance with their T.O.S. The Advertiser cannot in any case engage the responsibility of 5M Ventures Régie. In such a case, the said compensation will be billed directly to the Advertiser in any event and the fees of 5M Ventures Régie will remain due and/or acquired.

7. Insertion Rules

The technical elements can be sent to 5M Ventures Régie or to the support directly. In case of failure to meet deadlines and technical standards 5M Ventures Régie declines all responsibility for the total or partial execution of the order or for the start date of the campaign. The support is in any case free to grant compensation or not.

8. Modification, postponement, cancellation of the campaign

Requests for modification, postponement or cancellation must be sent to 5M Ventures Régie, which will forward them to the appropriate person. However, 5M Ventures Régie cannot be held responsible for refusing to cancel such media if this is in accordance with their Terms and Conditions. The Advertiser must then contact the media and may not, under any circumstances, turn against 5M Ventures Régie for any reason whatsoever. In the event of modifications, these modifications must be transmitted to 5M Ventures Régie within the time limit set by the media in order to have them applied. If for technical or delay reasons the modifications cannot be made, the Advertiser will not be able to hold 5M Ventures Régie responsible. The Advertiser shall not be entitled to claim any compensation for any reason whatsoever.

9. Execution of orders

The locations, dates, broadcasts, programs, rates are given by 5M Ventures Régie via the media for information purposes only. The media may be modified according to their internal requirements. 5M Ventures Régie will notify the Advertiser and, if necessary, obtain new conditions in accordance with the Advertiser’s requirements. If this is not the case, 5M Ventures Régie shall not be held responsible for any such changes.
In the event of non-broadcasting observed by 5M Ventures Régie, 5M Ventures Régie will compensate the Advertiser for such absence on behalf of the Advertiser with the medium. In the event that the media modify their programs and/or their advertising space, 5M Ventures Régie will not be held responsible towards its client.

10. Billing

The fees of 5M Ventures Régie are to be paid upon signature of the order form. They are acquired in full even if the Advertiser interrupts the collaboration for any reason whatsoever. They cannot be claimed by the latter under any pretext whatsoever, including in case of total or partial cancellation of the advertising campaign.

In the case where 5M Ventures Régie is a “non-paying” agent, the media send their invoice directly to the Advertiser who must pay it in accordance with their respective TOS. In the event of non-payment by the Advertiser, 5M Ventures Régie is not del credere (in accordance with the mandate) and cannot substitute for it.

In the event that 5M Ventures Régie is declared “paying agent”, the amounts due will be paid once the Advertiser has paid the space purchase invoice prepared by 5M Ventures Régie. This invoice must imperatively be paid before the beginning of the broadcasting of the campaign concerned. In case of non-payment by the Advertiser, 5M Ventures Régie is not del credere. In case of late payment by the Advertiser, 5M Ventures Régie will notify the concerned media of this fact.

11. Price reduction

With regard to the purchase of space, any price reductions granted by the media are for the exclusive benefit of the Advertiser.

With respect to the fees of 5M Ventures Régie, no discount is granted to the Advertiser for cash payment. Non-payment or delay in payment of fees may result in an increase in such fees or in the termination of the collaboration without notice.

12. Broadcast Litigation

The Advertiser’s claims with respect to the broadcasts shall be made through 5M Ventures Régie, and may only be received in writing within a maximum period of 10 days following the broadcast of the campaign. 5M Ventures Régie shall transmit the said claim to the medium. Under no circumstances shall 5M Ventures Régie be held responsible for any error made by the medium, or for any last-minute change made by the medium. The Advertiser may not, under any circumstances, claim compensation from 5M Ventures Régie. The responsibility of 5M Ventures Régie is limited to the transmission of orders and not to the broadcasting of the said order, the Advertiser is free to return to the medium if necessary.

5M Ventures Régie has to check the progress of the campaign with the means made available by the media. 5M Ventures Régie will ask the medium for proof of broadcasting and will check with these elements if the campaign is taking place in accordance with the agreements made via the signed order form. If the bad diffusion is flagrant (forget to broadcast the support, bad location, non conform network, screen moved or deleted, damaged visual, cut spot, damaged billboard, …) 5M Ventures Régie on behalf of its client can initiate all legal and administrative steps so that his client can obtain compensation.

13. Default of payment, lapse of term

In the event of non-payment by the Advertiser of the invoices for the said media, 5M Ventures Régie reserves the right to interrupt its collaboration with the Advertiser and to notify the media concerned.
When 5M Ventures Régie is a non-paying agent, this excludes it from all disputes that may arise between the Advertiser and the media. However, due to late payment by the Advertiser, the reputation of 5M Ventures Régie with the advertising agencies may be damaged. As a result, and despite the interruption of collaboration, 5M Ventures Régie will be able to claim full payment of all of its fees from the Advertiser, as provided for under the accepted strategy (accumulation of all shares provided for in full).

14. Privacy

For the entire duration of this contract and until one (1) year after its expiration, the Agent undertakes to keep confidential all documents and information communicated by the Advertiser and/or its Advertising Agencies (products, plans, campaigns, budgets, development projects, etc.). This information may only be used for the purposes of the missions entrusted to the Agent. It may therefore not be communicated to any third party other than the media concerned. This also applies to any unfinished work or media plans in the pipeline at the end of the contract.

15. Acceptance of General Terms and Conditions of Sale.

The existence of these General Terms and Conditions of Sale shall be deemed to constitute acceptance without reservation and without preconditions on the part of the Advertiser. In any case, the signature of the order form by the Advertiser issued by 5M Ventures Régie is worth acceptance without reserve of the said Conditions.

These Terms may be changed at any time by 5M Ventures Régie. 5M Ventures Régie must inform the Advertiser in writing. Acceptance of these Terms also implies acceptance without reservation of the Terms of the media selected by the agency, and approved by the Advertiser, via the mandate and the order form.
The said General Terms and Conditions of Sale remain valid until they are changed by 5M Ventures Régie.

16. Disputes, attribution of competence

In the event of a dispute, the courts of Paris shall have sole jurisdiction, even in the event of connection, third party proceedings or multiple defendants.