General Sales Conditions

Klox General Terms and Conditions

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PREAMBLE

The company KLOX, simplified joint stock company, registered with the Paris RCS under number 828 285 668, whose head office is at 102, Rue Réaumur, 75002 Paris (contact@klox.fr), carries out a digital communication activity for professional client-advertisers (understood as any natural or legal person acting for purposes within the framework of their commercial, industrial, artisanal, liberal or agricultural activity, including when they act in the name or on behalf of another professional) in the field of sport and entertainment.

As part of its business, Klox buys advertising space via programmatic platforms and carries out targeted marketing campaigns on behalf of its advertising customers based on marketing campaigns communicated by them (the “Advertiser”).

To this end, Klox offers a service that allows the Advertiser to improve the knowledge of its customers and to adjust, personalize and optimize its marketing campaigns, in particular by benefiting from the cumulative effects of retargeting in real time. The Advertiser gives a mandate to Klox with regard to the implementation of its marketing campaigns on third party sites.

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1. DEFINITIONS

The terms used in these general conditions and beginning with a capital letter will have the meaning given to them below.

Campaign: refers to a set of advertising actions (including in particular prospecting and/or commercial loyalty by email, Advertiser Content, the purchase of advertising space and reporting) carried out by Klox on behalf of the Services Advertiser.

Announcer content: refers to advertising content (images, graphics, text, text, text, data, data, links or other creative elements) provided by the Advertiser for distribution on the Sites.

Contract: refers together to these General Terms and Conditions and, where applicable, the Insertion Order signed by the Advertiser, to the exclusion of any other document, in particular the Advertiser's purchase conditions not expressly validated by Klox.

Behavioral Data: refers to any data related to the behavior of an Internet user (in particular the number of pages viewed, the products that the Internet user consults, the searches carried out by the Internet user), collected via cookies. Behavioral Data is Personal Data.

Announcer data: refers to Personal Data from the Advertiser's CRM or Behavioral Data provided by the Advertiser to Klox or collected by Klox via cookies on the Advertiser's site and/or through emails sent by the Advertiser to Internet Users.

Editor data: refers to Behavioral Data collected from the Sites via cookies.

Third-party data: refers to aggregated data provided by third party providers (such as Facebook, Google, etc.), regardless of the Services offered by Klox.

Editor: refers to a third party publisher who operates a Site on which Advertiser Content is published via the Services.

Internet user: refers to the natural person who consults the Site and/or receives a Campaign.

Insertion order: refers to the order (s) placed by the Advertiser in the format proposed by Klox in order to define the Campaigns ordered, the duration of its commitment, the price and any other specification of the Services ordered.

Platform: refers to the Klox platform accessible at https://platform.klox.io.

Services: refers to all the services offered by Klox, allowing the Advertiser to optimize its Campaigns, and including the following options:

• Managed Service: where the implementation of the Campaign planned by the Advertiser is done in collaboration with Klox Success Managers and - “Self-Service”where the Advertiser defines from one end to the other the parameters of the Campaign (budget, dates, audience, territory, etc.) on the Platform.

Website: refers to the website (s) or mobile applications that the Publisher owns or is legally or contractually authorized to operate and for which the Publisher has authorized Klox to provide the Services.

Account manager: refers to Klox personnel assigned to the contractual relationship.

Consultant: refers to the Klox staff assigned to the launch and follow-up of services.

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2. Information on the General Conditions

Function of the General Conditions

The “General Conditions” constitute the only document with the Insertion Order governing the contractual relationship between Klox and the Advertiser and define:

• the terms of access and use of the Services,
• the respective obligations of Klox and the Advertiser.

Location of the General Terms and Conditions

The General Conditions are communicated to the Advertiser with the Insertion Order.

Terms of acceptance of the General Conditions

The Advertiser accepts the General Conditions by ticking a box in the registration form, or where applicable, when accepting the Insertion Order. If he does not accept all of the General Terms and Conditions, he cannot access the Services.

They may be supplemented by special conditions, and/or an Insertion Order, which in case of contradiction, prevail over the General Conditions.

The Order of Insertion

• It is established in conjunction with a Klox Account Manager.
• The Advertiser must accept it in writing (including by email) within 30 days of its issuance or by ticking “validate” on the Platform. This acceptance implies acceptance of the General Conditions in their version in force on the date of the Insertion Order.
• In case of contradiction, the Insertion Order prevails over the General Terms and Conditions.
• In case of contradiction, the most recent Insertion Order takes precedence over the oldest one (s).

All payments made through the Platform are managed by the payment service provider indicated on the Platform (the “Payment Service Provider”) or in the financial terms provided for in the Insertion Order.

Where applicable, the Advertiser contracts directly with the Payment Service Provider indicated in the Insertion Order.

If the Payment Service Provider refuses or terminates the Advertiser's subscription, the Advertiser can't/no longer use the Services.

Conversely, the end of the contractual relationships subject herein leads to the termination of the Advertiser's contract with the Payment Service Provider.

In the event of a contradiction between the General Terms and Conditions of the Payment Service Provider and the General Terms and Conditions, the latter shall prevail.

The Advertiser (i) expressly mandates Klox to transmit to the Payment Service Provider all its instructions relating to payments made on the Platform and (ii) expressly acknowledges that it gives Klox authorization to debit its account for the amounts incurred under the Services, by communicating to Klox a SEPA mandate.

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3. PURPOSE & DURATION

The purpose of the Agreement is to define the terms and conditions under which Klox performs the Services on behalf of the Advertiser. The duration of its commitment for each subscribed Service are provided on the Platform and/or in the Order of Insertion (the “Activation Periods”). The scheduled duration is firm, no refund will be made in the event of interruption of the Activation Periods before their end.

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Service Description

3.1 The Services

The Services are described on the Platform. They allow the Advertiser to benefit from the cumulative effects of Campaigns and retargeting in real time. The use of the Services implies that Klox ensures all stages of the Campaigns, and in particular commercial prospecting and/or loyalty, retargeting, as well as the subsequent performance analysis, directly or via its subcontractors.

For the purposes of executing the Campaigns, the Advertiser may provide Advertising Content itself, in accordance with the technical specifications indicated by Klox, or entrust their design or variation to Klox if the Insertion Order so stipulates. The Services include the installation of a cookie for the collection of Behavioral Data when the subject message of the Campaign is opened. The Insertion Order may provide that the Advertiser's site also allows the installation of the cookie on the Internet user's terminal during his visit to the Site.

The installation of the cookie is accompanied by an information message intended for the Internet user, who can refuse the installation of the cookie and the collection of his Data or delete it later, which the Advertiser recognizes. The collection system makes it possible to qualify the Behavioral Data relating to the User's browsing in an anonymous and secure manner, and promotes the adjustment of Campaigns and/or the optimized purchase of advertising space, according to the Behavioral Data collected.

The Services include (i) marketing segmentation or Data enrichment services (in particular with Third-Party Data), and (ii) reporting according to the categories defined by Klox. The reporting covers the budget consumed and the performances within the framework of the Campaign. Any statistical analysis not included in the reporting, as well as any subsequent marketing recommendation, may be the subject of an additional request subject to a quotation from Klox accepted by the Advertiser or modification of the Insertion Order.

Klox ensures the relationship with the Editors responsible for the Sites on which the Advertising Content is broadcast, and in this respect, within the framework of an obligation of means, undertakes to ensure that (i) the Publisher publishes on its Site the information necessary to obtain the consent of the Internet User, and (ii) the Campaigns are broadcast on legal Sites whose contents do not violate any applicable regulations.

The Services to which the Advertiser has subscribed are described on the Platform and/or, where applicable, in the Insertion Order.

3.2 Additional benefits

• Maintenance: For the duration of the Services, the Advertiser benefits from maintenance, in particular corrective and evolutionary maintenance. Therefore, access to the Platform may be limited or suspended for reasons of planned maintenance, which may include corrective and evolutionary maintenance. Klox makes its best efforts to provide the Advertiser with corrective maintenance in order to correct any malfunction or bug identified on the Platform. For the duration of its commitment, the Advertiser benefits from evolutionary maintenance, which Klox may carry out automatically and without prior information, and which includes improvements in the functionalities of the Platform and/or technical installations used as part of the Platform (aimed at introducing minor or major extensions).
• Accomodation: In accordance with an obligation of means, Klox ensures the hosting of the Platform, as well as the data produced and/or entered by/on the Platform, on its servers or through a professional hosting provider, and on servers located in a territory of the European Union.
• Technical support: In case of difficulty encountered when using the Services, the Advertiser may contact Klox at the coordinates mentioned in the Preamble, through the chatbot or the form accessible on the Platform.

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4. CONDITIONS FOR SUBSCRIBING TO SERVICES

4.1 In case of Self-Service subscription

The Advertiser must fill in the form provided for this purpose on the Platform and provide all the information marked as mandatory. Where applicable, he must also communicate the Advertiser Content used by Klox as part of the Campaign.

Registration automatically leads to the opening of an account on the Platform in the name of the Advertiser (the” Account ”) which allows access to the Services using a login ID and a password.

4.2 In case of subscribing to Managed Service

To subscribe to the Managed Service, the Advertiser must fill in the form provided for this purpose on the Platform. Klox will study its request and may, at its discretion, accept or refuse it, if the Advertiser does not meet the conditions provided for in the Preamble. In case of acceptance, Klox will communicate to the Advertiser a login ID, to which he must associate the password of his choice, in order to proceed with the opening of his Account on the Platform.

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5. USER ACCESS TO SERVICES

Once the Advertiser has created his Account, he can freely create accesses to his” Users ” within the limit of the number provided in the subscribed Services accessible on the Platform and/or in the Order of Insertion.

The Advertiser is solely responsible for creating accesses for Users, for setting up their access rights and for their personal use of the Platform.

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6. COMMITMENTS OF THE ADVERTISER

6.1 Commitments relating to the Services and the provision of information

The Advertiser acknowledges:

• have become aware of the characteristics and constraints, in particular technical ones, of the Services
• that the implementation of the Services requires being connected to the Internet.

The Advertiser undertakes to provide Klox with all the information necessary to subscribe to its Services.

6.2 Account Commitments

The Advertiser:

• guarantees that the information provided in the form is accurate and up to date
• recognizes that this information is proof of his identity and engages him as soon as it is validated
• is responsible for maintaining the confidentiality and security of its username and password, any access to the Platform using them being deemed to be carried out by the Advertiser.

The Advertiser must immediately contact Klox at the contact details indicated in the Preamble, via the chatbot or the form accessible on the Platform if he finds that his Account has been used without his knowledge. The Advertiser acknowledges that Klox will have the right to take all appropriate measures in such a case. The Advertiser is solely responsible for creating accesses for Users, for setting up their access rights.

6.3 Commitments relating to the use of the Services

The Advertiser is responsible for its use of the Services and any information that it shares in this context, as well as that of Users. He undertakes that the Services are used exclusively by him and/or the Users, who are subject to the same obligations as him in their use of the Services.

The Advertiser is prohibited from diverting the Services for purposes other than those for which it was designed, and in particular to:

• engaging in an illegal or fraudulent activity
• undermining public order and morals
• infringe third parties or their rights, in any way whatsoever, - violate a contractual, legislative or regulatory provision, - carry out any activity likely to interfere with a third party's computer system, in particular in order to violate its integrity or security
• help or induce a third party to commit one or more acts or activities listed above.

The Advertiser is also prohibited from:

• copy, modify or divert any element belonging to it or any concept that Klox uses as part of the Services
• adopt any behavior likely to interfere with or hijack Klox's computer systems or undermine Klox's computer security measures,
• infringe the financial, commercial or moral rights and interests of Klox
• market, transfer or provide access in any way to the Services, to the information hosted on the Platform or to any element belonging to Klox.

The Advertiser ensures that it collects the necessary consents (optin) from Internet Users for the purpose of transmitting Advertiser Data for the purpose of performing the Services and undertakes to accurately indicate the legally required information and/or necessary consents and the corresponding purposes. In this respect, the Advertiser is informed that the Data must have been the subject of the User's consent (i) for his Data to be used for the purpose of sending him personalized Advertiser Content, and (ii) for this Data to be transmitted to Klox for the purpose of reuse by him.

In this respect, the Advertiser undertakes to accurately indicate the options associated with the Data that it provides to Klox, if applicable, so that Klox can organize the access management system in strict compliance with the consents of Internet Users, in order to prevent any use of Data from an Internet user who has not expressly consented to the use of his Data and to their transfer to the benefit of other Klox customers.

The Advertiser is strictly prohibited from transmitting to Klox any Personal Data that is not accompanied by an option confirming that the Data is likely to be used by Klox with third parties.

The Advertiser undertakes to strictly comply with the technical requirements and specifications provided by Klox in order to configure the Services to allow delivery, display, monitoring of Campaigns and reporting in an appropriate manner, in connection with the Site (s).

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7. FINANCIAL CONDITIONS

7.1 Service Prices

In return for the Services, the Advertiser undertakes to pay Klox the prices indicated on the Platform and/or in the Insertion Order. The prices are defined for each Activation Period, according to the provisions of the Platform and/or the Insertion Order. Klox is free to offer promotional offers or price reductions.

The Advertiser is expressly informed and accepts that no amount will be refunded in the event that the entire price provided for the Campaign has not been used during the Activation Period.

However, he may carry this sum over to the next Campaign, provided that the latter is subscribed within 12 months following the previous one. Otherwise, this sum can no longer be used for new Services, unless otherwise agreed by Klox.

As part of the Managed Service, exceptional fees may also be invoiced in the event of technical intervention by Klox Success Managers, taking into account the accessible grid hither.

Fees may also be invoiced to the Advertiser in connection with ad serving and tracking campaigns.

7.2 Invoicing and payment methods

Depending on the type of Service subscribed, whose billing and payment methods are specified on the Platform and/or the Insertion Order.

Klox sends an invoice on the date of subscription to the Service (s) by any means useful for the payment of a deposit or the full amount due.

Payment is implemented through the Payment Service Provider or in the terms agreed by the parties, it being specified that Klox may use a third party company to invoice, whose name will be mentioned on the Insertion Order.

The maximum payment term is:

• 30 days when the Advertiser pays through the Payment Provider, ● 60 days when KLOX uses a third party billing company. In this case, the fees of this third party company as provided for in the Insertion Order will be invoiced to it.

The Advertiser guarantees that it has the necessary authorizations to use this payment method.

7.3 Consequences of late or non-payment

In the event of late payment, the Advertiser will automatically be liable, without prior reminder:

• of the legal lump-sum compensation for recovery costs provided for in article L.441-10 of the Commercial Code
• late payment interest and penalties, the rate and amount of which are specified in the Order of Insertion.

In the event of late payment of more than 30 days, Klox may suspend the execution of the Services and/or terminate the Contract, without compensation for the Advertiser.

In any case, the Campaign will not be launched until the deposit has been paid in full.

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8. INTELLECTUAL PROPERTY

Each of the Parties remains the exclusive owner of the intellectual property rights that it held before the signing of the Contract. Klox is the sole owner of the intellectual property rights or rights of database producers relating to the Services, to the Platform, including in particular the software components including libraries, interfaces, graphic design, infrastructures, databases and content of any kind (texts, images, databases and content of any kind (texts, images, visuals, images, visuals, music, logos, brands, etc.) that Klox operates. The license granted to the Advertiser does not involve any transfer of ownership. The Advertiser and Users benefit from a non-exclusive and non-transferable license in SaaS mode to use the Platform for the duration provided for in the article “Purpose & Duration”.

The Advertiser is the sole owner of the intellectual property rights relating to the Advertiser Data and the Advertiser Content. Advertiser expressly authorizes Klox: (i) to collect, use, analyze, and process Advertiser Data; to combine Advertiser Data with Third-Party Data in order to provide the Services to the Advertiser; (ii) to improve the Services and other products, programs, and/or Services; and (iii) to communicate Advertiser Data when required by law. During the term of the Agreement, the Advertiser grants Klox a worldwide and non-transferable license, free of charge, to display, reproduce and represent the Advertiser Content in the context of the performance of the Services.

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9. PERSONAL DATA

The Parties recognize that it is imperative that the processing and exploitation that will be made of the Data by the Advertiser, must be strictly in accordance with the applicable regulations and in particular (i) the law No. 78-17 of January 6, 1978 known as “Informatique & Libertés” amended, (ii) the opinions and deliberations of the National Commission on Information Technology and Freedoms (CNIL), (iii) as of May 25, 2018, the European Regulation No. 2016-679 of April 27, 2016, (ii) the opinions and deliberations of the Commission Nationale Informatique & Libertés (CNIL), (iii) as of May 25, 2018, the European Regulation No. 2016-679 of April 27, 2016 relating to the protection of natural persons with regard to the processing of personal data and to the free movement of these data, and (iv) the legislation applicable to electronic prospecting activities, including the law “for confidence in the digital economy” of 21 June 2004. Consequently, each Party undertakes to implement appropriate technical and organizational measures to ensure that the collection, processing and transfer of any Personal or Behavioral Data complies with the abovementioned regulations.

Within the meaning of the applicable regulations and in particular of Law No. 78-17 of January 6, 1978, known as “Informatique & Libertés” and the European Data Protection Regulation No. 2016-679, the Advertiser is the “data controller” and Klox is its “subcontractor”.

The Advertiser determines under its responsibility the purposes of the treatments entrusted to Klox, which are (i) the improvement of the knowledge of its customers or prospects, (ii) the measurement of the engagement and the optimization of its Campaigns, (iii) the personalization of advertising ads according to the interests of users.

In terms of the security and confidentiality of Personal and Behavioral Data, each Party undertakes to (i) keep the Personal Data in its possession strictly confidential, (ii) implement the necessary security measures to protect the Personal Data in its possession, (iii) process the Personal Data only for the purposes of carrying out the purposes set out above in accordance with the options provided above in accordance with the options collected, and (iv) establish, maintain and provide at first request the description of the measures implemented to protect Personal data.

As necessary, Klox undertakes to (i) assist and cooperate with the Advertiser in the event of the implementation of an impact assessment or a request from the supervisory authority (CNIL), (ii) implement and maintain a procedure for reporting security breaches or unauthorized access to Personal Data, which may lead to the Internet User being alerted as soon as possible, (iii) modify or delete at the request of any person concerned any Personal Data in the event of the exercise by the latter of the rights it derives from the above regulations, ( iv) relay to the Advertiser any request for access, correction, deletion, deletion, opposition, limitation or portability issued by an Internet user concerned as well as any revocation of his consent, and (v) cooperate with the authority for the protection of personal data (CNIL) in the event of control.

In addition, the Advertiser acknowledges that Klox is required to bring to the attention of the Internet User an educational warning message informing him (i) of the installation of a cookie for the purpose of collecting his Behavioral Data, (ii) of the rights he has on his Personal Data and (iii) of his right to delete the cookie at his convenience and/or to refuse, oppose or withdraw his consent to the collection of his Data. Klox cannot be held responsible for any decrease in the performance or relevance of Campaigns related to the deletion of cookies by Internet Users. Consequently, the Advertiser is prohibited from modifying or neutralizing the publication of Klox's educational messages in commercial prospecting messages sent as part of the Campaigns, or from not taking into account the choice made by the Internet User, in particular in the event of opposition or withdrawal of his consent.

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10. GUARANTEES

10.1 Guarantees of peaceful enjoyment

Klox guarantees that it has all the exploitation rights allowing the Services to be carried out. In the event of an appeal by a third party alleging a violation of its copyright by all or part of the Services, Klox guarantees the Advertiser against any costs related to the third party's claim in the event of proven infringement.

The Advertiser warrants to Klox that: (i) it is duly authorized to enter into the Agreement and to perform its obligations as set out herein; (ii) it has the right to provide the Advertiser Content and the Advertiser Data to Klox for publication purposes without violating the rights of a third party without violating the rights of a third party including in particular intellectual property rights or rights relating to privacy and the protection of Personal Data; (iii) Advertiser Content and Advertiser Data respect at all times the laws, decrees, regulations, codes of ethics in particular with regard to marketing and advertising applicable in any territory where the Campaigns are carried out; (iv) any information provided under the Agreement is fair, accurate, exhaustive and up to date; (v) the Advertiser does not collect, directly or indirectly, information from Internet Users who the Advertiser knows are under the age of 13; (vi) all information that the Publisher has provided and must in the future provide to Klox is accurate and up to date.

10.2 Data Guarantees

The Advertiser guarantees to Klox (i) that the Data collected for the needs of the Services have been the subject of options allowing their free transmission and reuse by Klox to third parties, in particular in the context of enrichment and resale and/or made available with the agreement of the Advertiser and which will be the subject of an amendment to the contract, in compliance with the legislation applicable to the protection of Personal Data, and that these options are indicated with the Data concerned, and (ii) only for the Data collected for the purposes of the Services which have not been subject to the necessary options, in particular for their reuse by Klox with third parties, this Data is also indicated as such, in order to allow Klox to put in place the necessary access and use restrictions. Consequently, the Advertiser guarantees and indemnifies Klox against any action or claim of any kind on the part of any Internet User alleging a breach of the protection of their Personal Data, if the Advertiser has transmitted their Personal Data in the absence of an option to this effect authorizing Klox to reuse them.

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11. CONFIDENTIALITY

Each Party undertakes to keep confidential all information that it will receive from the other Party under the Contract and that has been expressly and clearly designated as “confidential” by the Party disclosing it. On these documents and elements marked “confidential”, each Party undertakes in particular to (i) not to disclose the confidential information of the other Party to any third party, other than to officials who need to know it in the context of their function, and (ii) to use the confidential information of the other Party only to exercise its rights and obligations under the Contract. As an exception, any information emanating from Klox and relating to its strategy is confidential, even without express certification.

Notwithstanding the foregoing, none of the Parties shall have any obligation with respect to information that (i) has fallen or falls into the public domain regardless of a fault by the receiving Party, (ii) would be developed independently by the receiving Party, (iii) would be known to the receiving Party, (iii) would be known to the receiving Party before the other Party disclosed it to it, (iv) would be legitimately received from a third party not subject to a obligation of confidentiality, or (v) should be disclosed by law or by order of a court (to which cases, they should only be disclosed to the extent required and after having notified the Party that provided them in writing).

The obligations of the Parties with respect to confidential information will remain in force for the duration of the Contract and for a period of 3 years after the end of the Contract.

Each of the Parties must return all copies of the documents and supports containing confidential information of the other Party, as soon as the Contract is over, regardless of the cause. The Parties also undertake to ensure compliance with these provisions by their staff, and by any employee or previously authorized third party who may intervene in any capacity whatsoever within the framework of the Contract.

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12. RESPONSIBILITY

12.1 Responsibility of the Parties

Each of the Parties assumes responsibility for the consequences resulting from its faults, errors or omissions, as well as for the faults, errors or omissions of its partners and possible subcontractors and causing direct damage to the other party, under the conditions hereof.

12.2 Klox's Responsibility for the Services

Given the vagaries that characterize (i) electronic communications via the Internet, (ii) commercial prospecting operations by electronic means, (iii) the purchase of advertising space automatically in real time and (iv) the behavior of the Internet User and the success of Campaigns, the Services are executed by Klox within the framework of an obligation of means, and Klox cannot provide any guarantee of continuity, permanent availability of the Service or the results of the Campaigns committed. via the Services, in particular in the event of the lack of performance of its commercial prospecting operations, which the Advertiser recognizes. It is the responsibility of the Advertiser to ensure that the Services suit their needs. Klox makes its best efforts to respect the schedule for completing the Services indicated on the Platform and/or in the Insertion Order. Since these deadlines are provided for information purposes only, Klox is not responsible for non-compliance. Any delay attributable to the Advertiser delays the agreed delivery times accordingly.

12.3 Responsibility of Klox for the quality of the Services

Klox makes every effort to provide quality Services. To this end, Klox regularly carries out checks in order to verify the functioning and accessibility of the Services and can thus carry out planned maintenance under the conditions specified in the article “Description of the Services”.

However, Klox is not responsible for temporary difficulties or impossibilities in accessing the Services which may result from:

• circumstances external to its network (and in particular the partial or total failure of your servers)
• the failure of equipment, cabling, services or networks not included in the Services or which is not under its responsibility, - the interruption of the Services due to telecom operators or internet access providers
• the intervention of the Advertiser, in particular via a bad configuration applied to the Services
• A case of force majeure

Klox is responsible for the operation of its servers, whose outer limits are constituted by the connection points. Furthermore, Klox does not guarantee that the Services, which are subject to constant research to improve their performance and progress in particular, will be completely free of errors, defects or defects.

12.4 Responsibility of Klox with regard to the level of service of the Platform

Klox makes its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in the event of planned maintenance under the conditions defined in the article “Description of the Services” or force majeure.

12.5 Responsibility of Klox for the backup of data on the Platform

Klox makes its best efforts to save all data produced and/or entered by/on the Platform.

Except in the case of proven faults on its part, Klox is not responsible for any loss of data during maintenance operations.

12.6 Klox's responsibility for data storage and security

Klox provides sufficient storage capacity for the operation of the Services.

Klox makes its best efforts to ensure data security by implementing measures to protect infrastructures and the Platform, to detect and prevent malicious acts and to recover data.

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13. KLOX'S LIMITATION OF LIABILITY

In any event, Klox's liability is limited to only the direct damages suffered by the Advertiser as a result of the use of the Services. Therefore, Klox can in no way be held responsible for any indirect or unforeseeable damages claimed, and in particular, any missed gain, loss, inaccuracy or corruption of data, loss of customers or prospects, loss of opportunity, loss of opportunity, loss of gain, loss of gain, increase in costs, absence or poor response to commercial prospecting, without this list being exhaustive.

With the exception of personal injury, death and gross negligence, and provided that the Advertiser has filed a complaint by registered letter with acknowledgement of receipt within one month following the occurrence of the damage, the overall amount of Klox's liability is limited, all circumstances combined and for the duration of the Contract, to the lesser of these two amounts:

• or the total amount of the amounts paid by the Advertiser during the 6 months preceding the event giving rise to the damage
• or the ceiling provided for in his insurance policy

Finally, the Advertiser waives any recourse against Klox beyond a period of one year after the occurrence of a harmful event.

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14. END OF SERVICES

14.1 End of Services

The Advertiser undertakes for the fixed period provided for on the Platform or the Insertion Order, for each Service subscribed.

Any period started is due in full, in particular in the event of early termination requested by the Advertiser, by any means.

The Advertiser no longer has access to his Account as of the end of the Services.

14.2 Termination for failure by the Advertiser to comply with its commitments

Essential obligations for the Advertiser are:

• The payment of the price
• not use the Services for a third party
• not to carry out illegal, fraudulent activities or activities that infringe the rights or security of third parties, the violation of public order or the violation of laws and regulations in force

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In the event of a breach of these obligations, Klox may:

• suspend or remove the Advertiser's access to the Services,
• remove any content or data related to the breach,
• publish on the Platform any information message that Klox considers useful,
• send the Advertiser a registered letter with acknowledgement of receipt to:
  • terminate the Contract, with the termination taking effect on the day of receipt or first presentation of this letter, or
  • ask the Advertiser to remedy the breach within a maximum of 15 calendar days. The termination will take effect at the end of this period in the absence of regularization of the breach.

Termination results in the deletion of the Advertiser's Account.

• notify any competent authority, cooperate with it and provide it with all information useful in the investigation and suppression of illegal or unlawful activities,
• take any legal action.

These sanctions are without prejudice to any damages that Klox may claim from the Advertiser.

In the event of a breach of any obligation other than an essential obligation, Klox will ask the Advertiser by any useful written means to remedy the breach within a maximum of 15 calendar days. The Services will end at the end of this period in the absence of regularization, even partial, of the breach.

14.3 Reporting

The reporting carried out by Klox is communicated to the Advertiser at the end of the Campaign by any means, as soon as possible or within the period provided on the Platform or in the Order of insertion.

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15. VARIOUS

15.1 Autonomy of the Contract, divisibility

The Contract expresses the entirety of the obligations and the agreement between the Parties and supersedes all other agreements, written or oral, concerning its subject matter. In the event of the nullity of a stipulation of the Contract, the other stipulations will remain in force. The Parties will then agree to adopt a new stipulation that will replace the provision in question.

15.2 Subcontracting

Klox may use subcontractors in the context of the execution of the Services, who are subject to the same obligations as Klox in the context of their intervention. However, Klox remains solely responsible for the proper performance of the Services with respect to the Advertiser. Klox may substitute any person who will be subrogated in all of its rights and obligations hereunder. If necessary, Klox will inform the Advertiser of this substitution by any written means.

15.3 Relationships between the parties

The Advertiser acts in his own name and on his own behalf. He has no authority or authorization to engage Klox in any way. None of the provisions of the Agreement may be interpreted as creating, between the Advertiser and Klox, a subsidiary, agent or employee relationship with employer.

15.4 Commercial references

The Advertiser expressly authorizes Klox to mention its name and/or brand as a commercial reference, and to reproduce them on its website, the Platform, or any promotional documents during the term of the Contract and 3 years beyond.

15.5 Non-exclusivity

The Advertiser undertakes not to have an exclusive contract in force with a company other than Klox concerning an identical provision of services or including clauses calling into question its Contract.

15.6 Modification of the General Conditions

Klox reserves the right to modify its General Conditions at any time, provided that it communicates or makes available to the Advertiser the new General Conditions at least 30 calendar days before their entry into force. The new General Terms and Conditions are applicable as soon as they come into force, except in the event of disagreement by the Advertiser on their content. In this case, the new general conditions will apply to any new Service subscribed after their entry into force.

15.7 Non-renunciation

The fact that one of the Parties does not require the application of any clause of the Contract may in no way be considered as a waiver of its rights under the Contract.

15.8 Assignment

Klox reserves the right to assign all or part of its obligations to any third party of its choice.

15.9 Evidentiary agreement

Proof can be established by any means. The messages exchanged through the Platform as well as the data collected on the Klox Platform and computer equipment constitute the main accepted mode of proof, in particular to demonstrate the reality of the Services provided and the calculation of their price.

15.10 Force majeure

Klox and the Advertiser cannot be responsible for breaches or delays in the performance of their respective contractual obligations due to a case of force majeure that occurred during the duration of the contractual relationship. In the event of force majeure within the meaning of article 1218 of the Civil Code, i.e. an unforeseeable, irresistible event external to one or other of the Parties, the obligations of the Party concerned will be suspended for the duration of this cause. Initially, cases of force majeure will suspend the execution of the Contract except for the execution of obligations that are not affected and any payment obligations. If the case of force majeure extends for more than one month, the Contract will be terminated upon written RAR notification sent by one of the Parties.

15.11 Language

The French language prevails in case of contradiction or dispute over the meaning of a term or provision.

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16. LAW AND JURISDICTION

The Contract is governed by French law. Any dispute between the parties arising from the formation, interpretation, execution, execution, termination or termination of the Contract will be brought before the competent Court of Paris, even in the event of multiple defendants or warranty claims.