(a) Hi-media, a limited liability company with registered capital of 4,426,999.50 euros, headquartered at 15/17 rue Vivienne 75002 Paris, and registered on the Paris Register of Companies under RCS number 418 093 761, publishes, hosts and makes available to website publishers (“Webmasters”) a media space management and marketing platform (“the Hi-media Performance platform” or “Hi-media Performance”).

(b) The Hi-media Performance platform enables Webmasters to subscribe online to a range of services designed to optimise the marketing and management of their website advertising space, and enables advertisers to communicate across a network of affiliated websites. The Hi-media Performance platform requires the Webmaster to subscribe online and to install the components necessary for automatic distribution of adverting insertions on the Webmaster’s website.

(c) PRIOR TO ANY USE OF THE PLATFORM AND MORE SPECIFICALLY DURING ACCESS TO, USE, EXECUTION AND CONSULTATION OF THE HI-MEDIA PERFORMANCE PLATFORM AND SERVICES, THE WEBMASTER CERTIFIES AND EXPRESSLY ACCEPTS HAVING BEEN MADE AWARE OF THESE GENERAL TERMS AND CONDITIONS AND OF ALL CONTRACTUAL DOCUMENTS PERTAINING THERETO, AND ACCEPTS THEM WITHOUT RESERVATIONS. FURTHERMORE, THE WEBMASTER CERTIFIES HAVING FULL LEGAL CAPACITY TO ENTER INTO ENGAGEMENTS ON THESE TERMS AND CONDITIONS, WHICH CONSTITUTE A CONTRACT BETWEEN THE WEBMASTER AND HI-MEDIA.

Article 1: Object

The object of this agreement is to set out the contractual relations applicable between the Webmaster and Hi-media. In particular, it defines the roles and obligations of each party during the various stages of use of the Hi-media Performance platform and establishes the monetary terms and conditions inherent in the operation of the Hi-media Performance platform.

PART 1: INSCRIPTION

Article 2: Registration with the platform

(a) In order to use the Hi-media Performance platform, the Webmaster must first register with the Hi-media Performance platform. Once registered, the Webmaster is free to access the user interface or “user account”.

(b) To register, the Webmaster is invited to complete the appropriate form:

For an individual Webmaster, the following information is required: “E-mail Address”, “Title”, “First Name”, “Last Name”, “Date of Birth”, “Postal Address”, “Telephone Number”,  ”Language”, “Bank Account details” and “VAT details”, For a corporate Webmaster, the following information is required: “E-mail Address”, “Company Name”, “Form of Company”, “Company Postal Address”, “Registered Capital”,  ”RCS Number”, “Sales Contact”, “Accounting Contact”, “Bank Account details” and “VAT details”. Note 1: An individual must be aged 18 or over in order to create a user account on the Hi-media Performance platform.

Note 2: Except with express permission in writing from Hi-media, a user may open only one user account per country on the Hi-media Performance platform. Note 3: If the Webmaster is an auto-entrepreneur under the terms of the Act of 4 August 2008, a “corporate” registration form should be completed .

(c) The Webmaster is then invited to submit information on the website(s) in question, and in particular the URL address(es). Information about the Webmaster’s website(s) is then subject to prior inspection and approval by the Hi-media Performance teams, which confirm the registration of the website(s) with the minimum delay. ONLY THOSE SITES WHOSE CONTENT COMPLIES WITH THESE GENERAL TERMS AND CONDITIONS ARE ELIGIBLE TO USE THE SERVICES OF HI-MEDIA PERFORMANCE. THE HI-MEDIA PERFORMANCE TEAMS HAVE SOLE POWER TO ASSESS THE WEBSITE’S COMPLIANCE WITH THESE GENERAL TERMS AND CONDITIONS, TO WHICH THE WEBMASTER EXPRESSLY AGREES. THE HI-MEDIA PERFORMANCE TEAMS MAY ALSO REFUSE ANY WEBSITE WHOSE CONTENT QUALITY FAILS TO MEET THE MINIMUM REQUIREMENTS OF ADVERTISERS AS REGARDS THE DISTRIBUTION OF ADVERTISING AND/OR ON WHICH ADVERTISERS MAY NOT WISH TO ADVERTISE. IT IS TO BE REMEMBERED THAT THE HI-MEDIA PERFORMANCE PLATFORM ENABLES ADVERTISERS TO COMMUNICATE ACROSS A NETWORK OF WEBSITES AND NOT ON THE WEBSITE OF ANY ONE PARTICULAR WEBMASTER.

(d) A Webmaster is registered with the Hi-media Performance platform and becomes an authorised user of the platform once the Webmaster has: completed the registration form appropriate to the Webmaster’s status, providing accurate and regularly updated information. agreed to these General Terms and Conditions and to all the documentation applicable to the Hi-media Performance platform. received an e-mail confirming the eligibility of his website to form part of the Hi-media Performance platform, having finalised his registration in accordance with the instructions given on the platform.

(e) Save as regards protection of the intellectual property rights of the Hi-media Performance platform and services, which applies de facto to any physical person or legal entity, this agreement comes into force with effect from confirmation of the eligibility of the Webmaster’s website, through the finalisation of registration. The parties shall consider this date as the date of execution of this agreement.

(f) Irrespective of status, the Webmaster undertakes to modify without delay, via the user interface, all data supplied on registration to ensure that these remain accurate, up to date and complete throughout the duration of this agreement. Should the Webmaster supply data that is inaccurate, out of date or incomplete, Hi-media reserves the right to suspend the Webmaster’s account with immediate effect until such time as the Webmaster has rectified the data in question.

Article 3: Installation of distribution elements

(a) For the Hi-media Performance platform to operate as intended, the Webmaster is required to install a distribution script, supplied by Hi-media, on each location on his website intended for the distribution of advertising insertions. Note: The default locations on which the distribution script is installed are the “active” advertising locations.

(b) The Webmaster will install the script on the locations of his choice, on his sole responsibility. It is further stipulated that the Webmaster has sole responsibility for the compatibility of his website and hardware with the distribution script supplied by Hi-media. In particular, the Webmaster undertakes not to modify or attempt to modify the distribution script. The Webmaster further undertakes to install all distribution script updates supplied by Hi-media.

(c) The Webmaster undertakes to install the distribution script no more than once on any single location on his website. The Webmaster further undertakes not to run the script at the same time as another third party script on the same location on his website.

(d) Should he no longer wish to distribute advertising on one or more locations on his website, the Webmaster has sole responsibility for the removal/deactivation of the distribution script on the location(s) concerned. Similarly, should this agreement terminate for whatever reason, the Webmaster undertakes without delay and on his sole responsibility to remove the distribution scripts installed.

PART 2:PLATFORM OPERATION

Article 4: Marketing options

(a) A Webmaster wishing to use the Hi-media Performance platform is invited to set the required user options via his user account. The Hi-media Performance platform offers a choice between two specific options for marketing the advertising space on the Webmaster’s website: an “automatic” marketing option, whereby the advertising campaigns of the Hi-media Performance platform advertisers are automatically distributed to all active advertising locations on the Webmaster’s website, with no action by the Webmaster required, a “manual” marketing option whereby the Webmaster is invited to choose and register, via his user interface, the campaigns he wishes to see run on the active advertising locations on his website, from a selection of campaigns available on terms made clear to the Webmaster. After registering for distribution of a campaign via his user interface, the Webmaster is informed as soon as possible as to whether or not this campaign can be distributed via his website. The decision notified to the Webmaster takes into account the number of requests received and the distribution criteria associated with the campaign concerned. If the Webmaster is eligible for its distribution, the campaign is automatically distributed on his website. If not, the Webmaster is informed that the campaign is not available for his website. Note: During the registration process, the Webmaster defines the advertising locations intended for campaign distribution. The default locations on which the distribution script is installed are the “active” advertising locations. The Webmaster is hereby informed and expressly agrees that in the absence of any campaigns and irrespective of the marketing option chosen, the active advertising locations on the Webmaster’s website(s) will be used to distribute self-promotion campaigns for Hi-media. Hi-media self-promotion campaigns are understood to be any campaign distributed by Hi-media for the promotion of its website, business activity, platform, services, and the services of any companies or subsidiaries owned by Hi-media. Self-promotion campaigns do not entitle the Webmaster to remuneration.

Article 5: Marketing methods

a) Advertising spaces on the Webmaster’s websites are marketed to advertisers for campaigns falling into one of 3 (three) categories: CPA (Cost Per Action): CPA campaigns are remunerated on the basis of results or rather, to be more specific, entitle the Webmaster and Hi-media to remuneration only in so far as a predetermined target is achieved, as manifested in the total or partial success of the campaign(s) concerned. For example, a campaign distributing X thousand ad impressions and based on recruitment of users to a service, may earn between zero and several hundred euros, depending on the number of users recruited for the service. The Webmaster notes that remuneration will only be earned if the objective of the campaign(s) concerned is achieved, and undertakes not to claim compensation in any form in respect of the distribution and/or visibility of the campaign(s) concerned on his website. CPA campaigns may under no circumstances be combined with CPM (Cost per Thousand) campaigns. CPC (Cost per Click): CPC campaigns are remunerated on the basis of the number of clicks received or rather, to be more specific, entitle the Webmaster and Hi-media to remuneration only in so far as a predetermined number of clicks or click rate on the ad impression is concerned. CPC campaigns may under no circumstances be combined with CPM (Cost per Thousand) campaigns. CPM (Cost per Thousand): CPM campaigns are remunerated on the basis of distribution of a predetermined ad impressions on the Webmaster’s website.

(b) The automatic distribution of advertising campaigns on the Webmaster’s website(s) and/or the provision of manually selected campaigns on the Webmaster’s interface depends on the availability of campaigns for the network. Hi-media is under no particular responsibility as regards finding advertisers and/or specific types of campaign, to which the Webmaster expressly agrees.

(c) Similarly, the automatic distribution of advertising campaigns on the Webmaster’s website(s) and the decision as regards priority in distribution of the most profitable types of campaign made by the Hi-media Performance platform are governed by criteria of network profitability. It is therefore the campaign whose overall characteristics will be most profitable for the network that will be given priority for automatic distribution to the Webmaster’s website(s), independent of a selection made according to campaign type, to which the Webmaster expressly agrees.

(d) The Hi-media Performance platform or, failing this, the Hi-media Performance teams, shall have sole power as regards the choice of campaigns to be given priority for automatic distribution on the Webmaster’s website(s) in accordance with the aforesaid criteria, to which the Webmaster unreservedly agrees. In the event of disagreement over campaigns distributed automatically, the Webmaster is reminded that he has the possibility of selecting the campaigns he wishes to see distributed on his website(s) by opting for manual setting on the platform. The Webmaster may also choose to terminate this agreement on the terms set out below.

Article 6: Distribution statistics

(a) When using the Hi-media Performance platform, the Webmaster is able to use the dedicated user interface to consult and monitor information relating to the distribution of various campaigns on his website including, for example: the advertiser concerned, the visual elements of the campaign, the name of the programme associated with the campaign, the marketing and commission method associated with each type of sale (example: Lead or Sale Value for a CPA campaign, Click Value for a CPC campaign, CPM Value for a CPM campaign), the number of ad impressions, clicks or leads needed to meet campaign objectives , the eCPM (effective CPM), the campaign distribution period, the advertiser category, statistics regarding the outpayments the Webmaster may expect to receive for distribution of the campaigns. This information is updated daily and may alter as the campaign’s distribution over the network progresses. It serves as the basis for drawing up automatic billing on the terms set out below.

(b) ONLY THOSE DISTRIBUTION STATISTICS AND OUTPAYMENT AMOUNTS TO WHICH THE WEBMASTER IS ENTITLED AT THE DATE OF ISSUE OF THE INVOICE ARE BINDING UPON THE PARTIES. THE DATE OF INVOICE ISSUE BY THE HI-MEDIA PERFORMANCE PLATFORM IS THE DATE ON WHICH THE PARTIES RECOGNISE THE DISTRIBUTION STATISTICS AND AMOUNT OF OUTPAYMENTS FOR THE MONTH IN QUESTION.

(c) THE DISTRIBUTION STATISTICS AND OUTPAYMENT AMOUNTS BY THE HI-MEDIA PERFORMANCE PLATFORM, AS RECOGNISED ON THE DATE OF INVOICE ISSUE BY THE HI-MEDIA PERFORMANCE PLATFORM, SHALL BE THE ONLY ACCOUNTING ACCEPTED BY THE PARTIES IN THE EVENT OF ANY DISPUTE AS TO THE DISTRIBUTION FIGURES AND/OR THE SUM PAID TO THE WEBMASTER.

Article 7: Remuneration

(a) The Webmaster authorises Hi-media to establish on behalf of the Webmaster, in accordance with his status, an outpayment statement or invoice showing the amounts due to the Webmaster under the terms of this agreement (“the invoice”).

(b) Hi-media will invoice itself in the form of a single invoice raised at the end of each month. Hi-media will retain the original copy of this invoice and a duplicate will be available online via the Webmaster’s user interface. The Webmaster is responsible for printing out a copy of the invoice, should the regulations appropriate to his status require this. The Webmaster is also responsible for retaining a copy of the invoice.

(c) The Webmaster retains full responsibility for all his obligations as regards invoicing and its consequences with regard to any liability for VAT. If subject to VAT, the Webmaster is responsible for timely declaration of VAT collected when due. The Webmaster is also reminded that it is his responsibility to pay directly to the tax authorities any VAT for which he may be liable in accordance with his status. THE WEBMASTER HAS SOLE RESPONSIBILITY FOR ANY DISPUTE ARISING FROM NON-PAYMENT OF VAT TO THE TAX AUTHORITIES. The Webmaster is responsible for providing Hi-media with all specific information regarding the VAT regime applicable to his status and for updating such information. The Webmaster remains liable for any VAT that may have been wrongly invoiced as a result of the information he has provided.

(d) With effect from the date of issue of the invoice, on the terms set out above, the Webmaster wishing to obtain payment of the invoice may consult the invoice via his user interface and then request payment by means of a simple confirmation via the interface (subject to the minimum payment threshold being reached). The Webmaster should notify Hi-media without delay of any incorrect information appearing on the invoice consulted.

(e) The minimum threshold for payment of sums due by the Webmaster to Hi-media under the terms of this agreement is set at 75 € including VAT, to which the Webmaster expressly agrees. No payment will be made to the Webmaster until the sum has reached the threshold at which the Webmaster is entitled to claim payment by bank transfer of the sums due to him.

(f) Invoices issued are payable at 60 (sixty) days from the invoice date, subject to the validation and confirmation procedure described above. Note: The Webmaster cannot confirm his request for payment until the sums due have reached the minimum payment threshold referred to above. If confirmation of the request for payment is received within 60 (sixty) days of the invoice date, the Webmaster will receive payment at 60 (sixty) days from the invoice date (irrespective of the date of confirmation of the request). If confirmation of the request for payment is received later than 60 (sixty) days from the invoice date, the Webmaster will receive payment with effect from the date of confirmation of the request.

(g) Hi-media makes payments by bank credit transfer to the bank account indicated by the Webmaster during the registration procedure, to which the Webmaster expressly agrees. The Webmaster is responsible for the validity and updating of his bank details. Note: The time required to process a bank credit transfer may vary from one bank to another. Hi-media may not be held liable for the time banks take to process credit transfers.

(h) Hi-media makes all bank credit transfers in euros.

(i) Should the Webmaster interrupt the distribution of a campaign for any reason, the amount paid to the Webmaster by Hi-media will correspond to the distribution statistics for the period prior to the interruption (statistics recognised at the invoice issue date at month end). In the case of campaigns whose characteristics include an objective of uninterrupted distribution over a certain period, however, the Webmaster will not be entitled to any outpayment if he interrupts distribution of such a campaign.

PART 3: RESPONSIBLE USE

Article 8: Unauthorised content

(a) The Webmaster accepts sole and full editorial liability for the content or services offered on his website(s) and undertakes to comply with all current regulations applicable to his status and activity. The Webmaster undertakes to respect the rights of others, in particular: respect for the individual and for human dignity, personality rights (such as image rights and the right to privacy). intellectual property rights, namely trademark rights, authors' rights (pertaining in particular to software, sounds, images, photographs, text, animated images, films), neighbouring rights (performing artists, phonogram and videogram producers), and sui generis rights of database producers. generally, the rights of individuals and property. The Webmaster guarantees that he holds all the authorisations necessary to exercise his activity and register his website on the Hi-media Performance platform.

(b) Sites offering the following content are not eligible for the Hi-media Performance platform: sites whose content is contrary to public order, the law or common decency. sites whose content or services is erotic or pornographic in nature. sites whose content is directly or indirectly insulting, defamatory, racist, xenophobic, homophobic, revisionist or injurious to the honour or reputation of others. sites directly or indirectly inciting discrimination or hatred of an individual or group of people on the grounds of origin, sexual orientation, ethnicity, nationality or religious convictions. sites threatening an individual or group of people. sites zoophilic or paedophilic in nature, offering or inciting to the use of prostitution or escort services. sites urological or scatological in nature, trading in or inciting to trade in elements and products of the human body. sites degrading or injurious to human beings, their dignity or integrity. sites inciting to commit an offence, crime or act of terrorism or seeking to justify war crimes or crimes against humanity. sites inciting to suicide. sites appealing to public generosity or for donations from the public. sites offering or proposing online gambling and betting services not authorised under current regulations. sites enabling third parties directly or indirectly to procure software modified or distributed without authorisation or licence, serial numbers of pirated software, software enabling acts of intrusion into IT, telecommunication and automatic data processing systems, viruses and other logic bombs and, more generally, any software or other tool which the Webmaster is not licensed to distribute. sites enabling third parties directly or indirectly to procure illicit substances or products. sites whose content is in violation of the private nature of correspondence. sites whose content is confidential by virtue of a legislative measure or legal act (in particular, privileged internal information, possession of which would constitute insider trading or breach of professional confidentiality). religious sites. party political sites. discussion forums. sites or directories for the exchange, sharing, downloading or distribution of illegal content. sites consisting or featuring pages whose content consists of only advertising banners or insertions and/or sites on which the volume of advertising banners or insertions is manifestly disproportionate.

(c) The Webmaster is also informed that the following sites are not eligible for the Hi-media Performance platform in that they are incompatible with the communication aims of network advertisers: sites with password-protected access. sites on spaces of the “personal page” type of an Internet access or service provider, with no domain name of their own. sites still under construction or inaccessible and/or lacking the characteristics of a finished website usable by a visitor. spaces made available to users of community platforms or services. sites on which the host imposes the automatic distribution of its own advertisements in the form of Iframes or pop-ups.

(d) The Webmaster undertakes not to make available to the public hypertext links on the pages of his website that redirect visitors directly or indirectly to pages which feature illegal elements or which infringe the rights of others.

(e) The Webmaster undertakes not to bring the Hi-media name or trademark into disrepute and not to denigrate the Hi-media Performance platform.

(f) The Webmaster undertakes to abide by current legislation governing the gathering and processing of personal data on visitors to his website.

(g) The Webmaster has sole responsibility, as necessary, for managing visitors to and clients of his website.

Article 9: Fraud/Unauthorised actions

(a) The Webmaster undertakes not to use the Hi-media Performance platform on behalf of a third party and in particular on behalf of a website of which he is not the publisher.

(b) The Webmaster undertakes not to seek, by any means that could be considered fraudulent, to increase the number of hits and displays of his website pages. He further undertakes not to attempt to manipulate the distribution statistics of the Hi-media Performance platform.

(c) The Webmaster is strictly forbidden to: force or encourage others to force the results of a campaign, whether by generating clicks, ad impressions, registrations or chain selling. force or encourage others to force the results of a campaign by the distribution of specific messages inciting visitors to his website or to third party websites to perform displays, clicks, registrations or sales in respect of the campaign distributed. force or encourage others to force the results of a campaign by introducing automatic processes designed to meet the remuneration criteria. force or encourage others to force the results of a campaign by introducing navigation procedures on his website that oblige visitors to meet the conditions of the campaign in order to access the pages they request. force or encourage others to force the results of a campaign by introducing technical procedures intended to give the campaign undue prominence on the Webmaster’s website. Example: a campaign transformed or installed as a pop-up.

(d) The Webmaster undertakes to act fairly and honestly in all circumstances in his use of the Hi-media Performance platform.

Article 10: Exclusion from the platform and/or suspension of the account

(a) Hi-media reserves the right to suspend and/or close the Webmaster’s user account on the Hi-media Performance platform in the event of failure to comply with these General Terms and Conditions, depending on the severity of the breach identified. Suspension of the Webmaster’s user account involves sending the Webmaster an e-mail stating the grounds for this step, thereby enabling the Webmaster to rectify his failure to meet the contractual obligation concerned without loss of time. When the Webmaster’s user account is suspended, the Webmaster is no longer able to use the Hi-media Performance platform functions (including the payment-related functions, which are suspended until such time as the Webmaster makes good any failing). If the Webmaster’s user account is suspended on the grounds of fraud, Hi-media reserves the right to cancel all earnings relating to the campaign during which the fraud was perpetrated. Where necessary, Hi-media may also require the Webmaster to reimburse all sums acquired by fraud, before reactivating the Webmaster’s user account. Closure of the Webmaster’s user account is reserved for a particularly serious breach of these General Terms and Conditions. It may also result from a second suspension of the Webmaster’s user account. If the Webmaster’s user account is closed, the Webmaster is no longer able to use the functions of the Hi-media Performance platform, from which he is permanently excluded. Hi-media will then settle any sums due to the Webmaster by whatever means it sees fit and terminate this agreement. If the Webmaster’s user account is closed on the grounds of fraud, Hi-media reserves the right to cancel all earnings relating to the campaign during which the fraud was perpetrated. Where necessary, Hi-media may also require the Webmaster to reimburse all sums acquired by fraud.

Article 11: Declaration of income

(a) The Webmaster is required to declare to the appropriate authorities all income earned from his activity and more specifically from the use of the Hi-media Performance platform. Hi-media may not be held liable for the non-declaration of such income.

(b) When the Webmaster is an individual, and depending on the legislation applicable to him in the country in which he operates, he may be required to create a professional structure once he exceeds a certain income threshold and/or number of advertising spaces marketed. The Webmaster is responsible for all the formalities required for the creation of his “business” when this is mandatory under current legislation. The Webmaster is also required to obtain all the information applicable to the exercise of his activity. The Webmaster has full responsibility for his activity and the legal status corresponding to that activity. He undertakes to contact a member of the Hi-media Performance team in order to update his user account from “individual” to “corporate” status as soon as he is legally obliged to make the change. Hi-media may not be held liable for the choices made by the Webmaster as regards the status applicable to his activity and the resulting obligations.

Article 12: Identification of the website

(a) In accordance with current legislation, the Webmaster undertakes to make available to the public on all websites he publishes: 1)As an individual: a) The name, designation or trading name, address and telephone number of the host or hosting supplier of his website (it being stipulated that the Webmaster shall have registered his last name, first name, home address and telephone number with the aforesaid host), OR If the individual does not wish to remain anonymous, his last name, first name, home address and telephone number, stated directly. b) The name of the director or co-director of publication of his website. c) The name, designation or trading name, address and telephone number of the host or hosting supplier of his website. 2)As a professional (“corporate” status): a) In the case of an individual: last name, first name, home address and telephone number and, if subject to registration on the Register of Companies or of Trades, his registration number. The name of the director or co-director of publication of his website. The name, designation or trading name, address and telephone number of the host or hosting supplier of his website. b) In the case of a legal entity: the name or trading name and headquarters, telephone number and, in the case of a business subject to registration on the Register of Companies or of Trades, the registration number, registered capital and address of the registered headquarters. The name of the director or co-director of publication of his website. The name, designation or trading name, address and telephone number of the host or hosting supplier of his website.

PART 4: COPYRIGHT DATA

Article 13: Intellectual property

(a) The Hi-media Performance platform, the Hi-media Performance website, Hi-media Performance services and all content, text, databases, graphics, software, applications, scripts, visual and audiovisual elements making up the content are the exclusive property of Hi-media and are protected by the laws of intellectual property.

(b) Neither party acquires by virtue of this agreement any intellectual property right to any element belonging to the other party.

(c) Under the terms of this agreement, for its duration and worldwide, Hi-media grants the Webmaster a solely non-exclusive right to access the Hi-media Performance website and platform in order to use its services. Hi-media also grants the Webmaster, for the purposes of this agreement, for its duration and worldwide, a non-exclusive licence to the Hi-media Performance platform distribution scripts, so that these may be reproduced on the Webmaster’s website on the terms set out in this agreement. This license is granted solely for the purposes of this agreement and more specifically for the operating requirements of the Hi-media Performance platform. UNDER NO CIRCUMSTANCES IS THE WEBMASTER AUTHORISED TO DISTRIBUTE, EITHER FREE OF CHARGE OR FOR CONSIDERATION, ANY ELEMENT MAKING UP THE HI-MEDIA PERFORMANCE PLATFORM DISTRIBUTION SCRIPTS. In the same way, the Webmaster undertakes not to modify, disassemble, decompile or seek in any way to prevent the functioning of the Hi-media Performance platform distribution scripts or any of the elements belonging to Hi-media.

(d) Hi-media is a registered trademark, property of the Hi-media company. Under the terms of this agreement, the Webmaster is not licensed or authorised to reproduce or seek to reproduce the Hi-media trademark on his website, content or services. The Webmaster further undertakes not to reproduce or seek to reproduce the Hi-media trademark on any directory or within any URL without prior agreement in writing from Hi-media. The Webmaster also undertakes not to seek to present or list his website by using the Hi-media trademark.

Article 14: Personal data

(a) Hi-media gathers data on Webmasters to enable them to create and access their user interface on the Hi-media Performance platform, and to enable them to use the Hi-media Performance platform and obtain their outpayments. Pursuant to the French Data Protection Act no. 78-16 of 6 January 1978, Webmasters have the right to access, amend, correct and delete the personal data they have provided to Hi-media. Hi-media certifies that it has declared all such processing of personal data to the French data protection agency (Commission Nationale de l’Informatique et des Libertés, CNIL). Declaration number: pending.

(b) List of data gathered: E-mail address Gender First name Last name Date of birth Postal address Telephone number Language Bank details VAT information Company name Company form Company postal address Registered capital RCS number Sales contact Accounting contact

(c) The Webmaster has a right of access to his personal data via his user interface. The Webmaster may also contact Hi-media Performance regarding his personal data, at the following address: support@hi-mediaperformance.com

(d) Furthermore, Hi-media Performance informs the Webmaster that it will provide the appropriate authorities with all data required by a competent legal authority.

Article 15: Citation, promotion, publicity

(a) For the duration of this agreement, the Webmaster expressly authorises Hi-media, under the terms of a non-exclusive worldwide licence granted free of charge, to cite the Webmaster's Internet site as a publisher forming part of the Hi-media Performance platform network and/or user of the Hi-media Performance platform in any catalogue and/or in any promotional presentation of the Hi-media Performance platform. The Webmaster undertakes to provide Hi-media with all the authorisations necessary for the purpose.

PART 5: RESPONSIBILITY

Article 16: Responsibility

(a) Under the terms of this agreement, Hi-media is subject to a best efforts obligation in the provision of services associated with the Hi-media Performance platform. Hi-media may not be held liable for a lack of advertisers and/or for a lack of certain types of campaign on the Hi-media Performance platform. Advertisers are free to choose whether or not to advertise on the network of publishers registered with the Hi-media Performance platform.

(b) Hi-media has sole responsibility for the contractual relationship with advertisers wishing to advertise on the Hi-media Performance platform, and in particular for the General Terms and Conditions of Sale to advertisers. Hi-media determines the commercial conditions and rates applicable to the distribution by advertisers of their advertising campaigns on the Hi-media Performance platform and network. For the purposes of this agreement, Hi-media invites the Webmaster to sell advertising space on his website at the rates offered and negotiated by Hi-media for the distribution of each campaign.

(c)The Webmaster acknowledges and formally accepts that Hi-media may not be held liable, either directly or indirectly, under any heading and on any grounds whatsoever, for prejudice arising from: an interruption of the Hi-media Performance service beyond the control of Hi-media and/or caused by any wrongful action on the part of the Webmaster. any incident or interruption of the Hi-media Performance service caused by malfunction and/or incompatibility of the Webmaster's equipment, hardware and/or software with the Hi-media Performance platform. force majeure, as defined in this agreement. use of content or services prohibited by the provisions of this agreement. intrusion of a third party into the Webmaster’s IT system. any loss of customers, loss of orders, commercial disruption, loss of profit or brand image by the Webmaster as a result of using the Hi-media Performance platform.

(e) Hi-media cannot guarantee the functioning or the security of network facilities and services beyond its control, and in particular of the Internet network and telecommunications facilities. Hi-media therefore accepts no liability in the event of Internet network failure and/or failure on the part of service providers and telecommunications operators

(f) Hi-media may under no circumstances be held liable for the content or services offered by the Webmaster, on any grounds whatsoever. Such content or services are neither published nor hosted by Hi-media. Should a third party seek to hold Hi-media liable as a result of the content or services offered by the Webmaster, the Webmaster undertakes to indemnify Hi-media on request for any fines imposed and any legal fees incurred in the defence of Hi-media (including any lawyers' fees and expert witness fees).

(g) Hi-media may not be held liable in the event of fraud affecting the Hi-media Performance platform, whether the fraud originates with the Webmaster or a third party.

(h) The Webmaster has sole responsibility for his user account on the Hi-media Performance platform, and in particular for the confidentiality of his password(s) and for any use, authorised or otherwise, of his user account. Hi-media is not in possession of any password belonging to the Webmaster. Hi-media cannot be held liable in any way for unauthorised use of the Webmaster's password and, as a result, of the Webmaster’s user account. The Webmaster undertakes to inform Hi-media immediately of any unauthorised use of his password.

(i) The Webmaster has sole responsibility for all costs incurred in keeping his website and content or services online.

(j) Hi-media accepts no liability in the event of the Webmaster installing the Hi-media Performance platform in breach of a contract or exclusivity agreement entered into by the Webmaster with a third party.

(k) When choosing to register his website on the Hi-media Performance platform, and more particularly when opting for the automatic marketing option, the Webmaster expressly agrees to the distribution of all types of advertising on his website, irrespective of the message conveyed or the sector in which the advertiser operates. The Webmaster may, should he so wish, include in his user interface a filter to exclude advertising campaigns from advertisers in certain sectors of activity. The Webmaster may also opt at any time to switch to “manual” marketing in order to select from a range of campaigns. In consequence, the Webmaster expressly waives all recourse against Hi- media in respect of campaigns distributed on his website.

(l) Hi-media undertakes to ensure, as far as possible, optimum quality of service from the Hi-media Performance platform to enable the platform to function correctly. Hi-media may not, however, be held liable for any interruptions to the Hi-media Performance platform website or services due to service maintenance or updating operations on the Hi-media Performance platform. Hi-media will use its best efforts to warn users at the earliest possible opportunity of any interruption to the Hi-media Performance platform website or services, by means of the Webmaster’s user interface. Similarly, the Hi-media Performance platform operates on the Internet and depends on hosting and telecommunication providers for its operation. Hi-media cannot guarantee the Webmaster against failure of the Internet and/or of telecommunications operators and service providers, and the Webmaster expressly recognises this fact.

(m) Should Hi-media be held liable in any way under the terms of this agreement, it is agreed between the parties that the sums paid by Hi-media to the Webmaster in respect of such liability shall not exceed the total amount of all sums paid by Hi-media to the Webmaster over the previous 12 (twelve) months.

PART 6: OTHER CONTRACTUAL STIPULATIONS

Article 17: Term, termination, close of the agreement

(a) This agreement takes effect from the date of its execution as stipulated in article 1 and for an unlimited term.

(b) Each of the parties is free to terminate this agreement at any time, without cause and without compensation, on the giving of 8 days' notice by e-mail to the other party. The party receiving the e-mail has two working days within which to acknowledge receipt. Failing confirmation, the party seeking to terminate the agreement should repeat its notice of termination by registered letter with acknowledgement of receipt, sent to the other party. The termination then takes effect 15 days following the first presentation of the registered letter.

(c) This agreement may be terminated automatically by Hi-media in the absence of any advertising distribution on the Webmaster’s website over a period of 2 consecutive months. Hi-media will notify the Webmaster of the termination by an e-mail sent to address indicated by the Webmaster on registration.

(d) This agreement may be terminated automatically by Hi-media, without prior notice or compensation, in the event of failure by the Webmaster to meet obligations arising from these General Terms and Conditions when such failure is prejudicial to the rights of third parties or of Hi-media, which reserves the right to bring an action for reparation of any such prejudice suffered as a result. Where such failure has not been prejudicial, Hi-media reserves the right to suspend the Webmaster’s user account until such time as the Webmaster has met all obligations arising from the agreement.

(e) At the close of this agreement, for whatever cause, the Webmaster undertakes to cease using the Hi-media Performance services and platform and more particularly to return or delete any element owned by Hi-media remaining in his possession. The Webmaster undertakes in particular to delete, at his own expense and on his own responsibility, all Hi-media Performance distribution scripts from the websites he publishes. The Webmaster is hereby informed and expressly agrees that this agreement contains no revertibility clause. The Webmaster undertakes to refrain from direct or indirect use of all or part of the elements owned by Hi-media at the close of this agreement.

(f) In the event of termination of this agreement, Hi-media will settle all sums due to the Webmaster.

Article 18: Other stipulations

(a) The provisions of this agreement shall not apply in the event of force majeure delaying or preventing one of the parties from meeting its obligations. Force majeure consists of any event characterised by externality, irresistibility and unpredictability as recognised in legal precedent and preventing one or both of the parties from performing the undertakings given in this agreement. The following are expressly considered as cases of force majeure, in addition to those generally recognised by legal precedent: Earthquake, fire, storm, flood, Blockage of telecommunications resources.

(b) Should one or more stipulations of these General Terms and Conditions be deemed invalid or declared so pursuant to a law or regulation or following a final decision by a competent jurisdiction, the other stipulations shall retain all their force and scope. The parties agree to replace the clause declared null and void by a clause as close as possible in content to the initial clause, with a view in particular to maintaining the economic balance of the agreement.

(c) This agreement constitutes the full and sole agreement between the parties, and replaces and cancels any previous agreement. Any tolerance by one of the parties regarding performance of the co-contracting party’s obligations shall not be interpreted as waiving those rights in the future. All the stipulations of this agreement shall remain fully in force.

(d) The parties agree that Hi-media may at any time modify its services and/or the terms of these General Terms and Conditions, particularly in the light of technical and factual changes in regulation, in the Hi-media Performance platform and in Internet technology. It is the Webmaster’s responsibility to consult the Hi-media Performance General Terms and Conditions on a regular basis. Hi-media undertakes to inform the Webmaster in the event of any material changes to this agreement. "Material changes" are deemed to be all changes pertaining to vital elements directly affecting the Webmaster's performance of this agreement. Hi-media may inform the user of such material changes by any means, in particular by e-mail or by information messages on the Webmaster's user interface.

(e) The Webmaster may not under any circumstances cede or transfer this agreement or any one of his rights and obligations pursuant thereto, without prior agreement in writing from Hi-media.

(f) This agreement shall under no circumstances be considered as establishing between Hi-media and the Webmaster: either a de facto company; or a special partnership or any other situation entailing any mutual representation between them or any joint and several liability with regard to their respective creditors. In consequence, the parties have decided that their collaboration is governed solely by the provisions of this agreement.

(g) Unless otherwise stipulated, all information provided for in this agreement shall be deemed to be duly provided: by Hi-media, by means of an e-mail to the address supplied by the Webmaster on registration and kept up to date by the Webmaster, by the Webmaster, by means of an e-mail to the following address: support@hi-mediaperformance.com

(h) This agreement is subject to the laws of France and the Webmaster expressly recognises this fact. Any dispute arising as to the validity, interpretation or performance of this agreement and not amenable to amicable settlement shall come under the jurisdiction of the Paris courts and more specifically of the Paris commercial courts if the Webmaster is a legal entity. This clause assigning jurisdiction shall, by express agreement between the parties, apply even in the event of introduction of third parties and for interim measures, either by summary or ex parte proceedings.