Last update: 01/06/2022
Foreword
The www.ad6media.fr website (the "Site") is published by AD6MEDIA INTERNATIONAL ("AD6MEDIA"), a limited liability company with a capital of 10,000 euros, with its registered office located at 8 boulevard Dubreuil, 91400 Orsay (France), registered with the Evry Trade and Companies Register under number 792 539 256, Intra-Community VAT number: FR 49 792539256, contact form: http://www.ad6media.fr.
AD6MEDIA develops and markets advertising technologies (the "AD6MEDIA Tools") to any website publisher, mobile site or mobile application (the "Publisher Site"), wishing to increase the earnings of its Publisher Site (the «Publisher"), and does so by a process of monetization of advertising spaces of the Publisher Site.
Ad6Media provides the Publisher with the elements to participate in Advertiser Advertising Format (hypertext links banners or other jpg, html, XML catalogue, RSS/S2S objects, etc.).
Ad6Media makes available to its publishers, a computer system specifying when a user passes from the publisher site to the advertiser site by using the advertising format present on the publisher's site (click principle, Slide-In display or Site-Under).
The present General Terms and Conditions of advertising management (the "General Terms and Conditions") are intended to define the terms in which AD6MEDIA makes available to its Publishers the AD6MEDIA Tools and provides advertising network services.
These General Terms and Conditions govern the contractual relationship between AD6MEDIA and the Publisher.
In these Terms and Conditions, capitalized words or phrases shall have the following meanings:
"Advertisers" means any communication company or agency wishing to broadcast advertising campaigns on the Publisher Site and, for this purpose, to purchase Location(s) from Ad6Media, in its capacity as advertising agency of the Publisher Site.
"Backoffice" means the interface for the support, management, control and administration of Advertiser Content and Publisher earnings. It allows the Publisher to read certain data via his/her Publisher account.
"Advertisers' Content" means the advertising campaigns of the Advertisers, made available to the Publisher by AD6MEDIA for inclusion, by the Publisher, in the Publisher Site Locations.
"AD6MEDIA Content" means texts, icons, screens, logo of AD6MEDIA Tools, access codes to advertising format(s) (login, passwords) and, more generally, any item held by AD6MEDIA and made available to the Publisher by AD6MEDIA in connection with the provision of the Services by AD6MEDIA.
"Location(s)" refers to the advertising space of the Publisher Site that Publisher wishes to monetize through AD6MEDIA Tools, the marketing of which he entrusts to AD6MEDIA in its capacity of advertising of the Publisher Site.
"Billable Earnings" means the final earnings from the monetization of Publisher Site Locations through Ad6Media, in its capacity as advertising agency of the Publisher Site. These earnings are based on clicks, print-outs, visits counted by Advertisers (media agencies, consultants, direct advertisers and other partners).
"AD6MEDIA Tools" refers to a set of APIs, Advertising formats, software, portals, tools and technologies made available to the Publisher by AD6MEDIA, allowing the Publisher in particular to integrate Advertising campaigns of the Advertisers on the Publisher Site following the sale of Locations to Advertisers by AD6MEDIA, in its capacity as advertising manager of the Publisher Site.
"Services" means the various services provided by AD6MEDIA under the present document, including the advertising management services of the Publisher Site Locations and the provision of AD6MEDIA Tools to the Publisher.
"Advertising format" means advertising material belonging to a company operated or created by Ad6Media on its site and on which the publisher is registered.
"User" means anyone who visits and/or browses the Publisher Site.
These General Terms and Conditions shall be validated during the creation of the Publisher account, according to a process that shall ensure the integrity of the Publisher's consent. To this end, the Publisher is first invited to read these General Terms and Conditions and then accept these by click (including digital). By clicking on the box "I have read and accept the General Terms and Conditions", the Publisher declares to accept all of the provisions of these General Terms and Conditions which are binding to him from this moment. The Publisher account can only be opened after acceptance of these General Terms and Conditions. The Publisher is thus obliged to tick the box "To enable ad6media to provide you with the service and to communicate with you, you must provide us with personal data about yourself that will be processed. You have a right to access, rectify or delete information about yourself, as well as a right of limitation and a right of objection to the processing of your data. You can also send us specific instructions regarding the fate of your data after your death. Finally, you have a right to portability on the data you have provided. To exercise these rights, contact us at https://www.ad6media.fr/. "
The General Terms and Conditions are available to the Publisher on the Site where they are directly available at any time. The Publisher may keep these General Terms and Conditions on a durable medium by printing them.
AD6MEDIA reserves the right to modify, at any time, the present General Terms and Conditions in order to adapt them to the evolutions of the Tools, their exploitation, or the Services. The amended General Terms and Conditions will take effect on the date of their posting on the Site and are applicable as from this posting. The Publisher shall be informed of any amendment in these General Terms and Conditions, upon any attempt to access the Tools, and prior to this access, so that it can be done only after acceptance of the new General Terms and Conditions, This acceptance will be solicited through the opening of a specific window and according to the "Scrolling + I accept" procedure. If the modified General Terms and Conditions are not accepted by the Publisher, AD6MEDIA shall close its Publisher account and its access to the Services within four (4) working days of non-acceptance by the Publisher, under the conditions provided in Articles 9.2 and 9.3 hereof.
Access by the Publisher to the Services offered by AD6MEDIA requires the creation by the latter of a Publisher account on the Site (or from a link sent by the commercial department of Ad6Media) and the validation of these Terms and Conditions.
Creating a Publisher account is restricted to all professionals registered in France (SIREN number), in the European Union (registration number in the trade register of the country concerned and/or VAT number) or in the rest of the world (number of identifier in the country concerned).
To create a Publisher account, the Publisher fills out the online pre-registration form provided for this purpose. In this respect, the Publisher guarantees to AD6MEDIA that the information it has provided in the pre-registration form is true and complete. AD6MEDIA shall incur no liability for errors or incomplete information indicated by the Publisher if, as a result, AD6MEDIA is unable to perform all or part of the Services under the conditions provided.
AD6MEDIA reserves the right to accept or reject the pre-registration of a Publisher without being obliged to justify its decision. The Publisher shall ensure and guarantee that the Publisher Site(s) for which he/she completes the pre-registration form is (are) fully compliant with all regulations in force and that they do not infringe any third party rights , in particular with regard to intellectual, industrial property, or image rights.
As such, the Publisher is informed and agrees that the Services may only relate to Publisher Site(s) that do not fall into the following categories of sites and/or applications:
(i.) sites and/or applications that are abusive, defamatory, racist, xenophobic, negationist, or that violate the honour or reputation of others, inciting discrimination, hatred of a person or a group of people because of their origin, whether they belong or not, truly or allegedly to a particular ethnic group, nation, race or religion,
(ii.) sites and/or applications that have erotic, pornographic or paedophile content,
(iii.) sites and/or applications that incite to commit an offence, a crime or an act of terrorism or justify war crimes or crimes against humanity,
(iv.) sites and/or applications that allow third parties to obtain directly or indirectly pirated software, software serial numbers, software that allows hacking and intrusion into computer and telecommunications systems, viruses and other logic bombs and any other software or other tool that may affect the rights of others and the safety of persons and property,
(v.) and in general any site and/or application, with content that violates public order and/or morality, or is likely to constitute a violation of the applicable regulations or to undermine the image of Ad6Media or Advertisers.
The Publisher having Publisher Sites with protected or limited access (passwords etc.) must allow AD6MEDIA to ensure that their publishing content complies with the conditions enacted above.
To benefit from the Services, the Publisher hereby certifies that he holds the domain name of the Publisher Website or that he holds the rights thereto.
If AD6MEDIA validates the pre-registration of a Publisher, AD6MEDIA shall transmit by e-mail to the Publisher to the address entered by this latter in the pre-registration form, an identifier and a password allowing him/her to access his/her Publisher account. . The identifiers and passwords attributed to the Publisher are strictly personal and confidential. Publisher shall be solely responsible for their storage and use. Thus, any connection/operation made via the Publisher account shall be deemed made by the Publisher. AD6MEDIA shall incur no liability vis-à-vis the Publisher for any damage suffered as a result of an illegal, fraudulent or abusive use of its identifier and password.
The Publisher agrees to immediately notify AD6MEDIA of any hindrance to security or any unauthorized use of his/her Publisher account of which he/she may be aware. In case of loss or theft of his/her identifier and/or password, the Publisher agrees to complete the password change procedure available on https://www.ad6media.fr/rappel-mot-de-passe. In the event of illegal use of his/her account, the account holder shall immediately inform AD6MEDIA via the contact form, by phone or by mail.
AD6MEDIA reserves the right to change the identifier and the password communicated to the Publisher, in particular, for reasons of technical order or security. In such case, AD6MEDIA shall inform the Publisher of such changes and will provide him with a new login or password reset link as soon as possible.
The creation of the Publisher account is free of charge.
Each Publisher may only open one Publisher account, AD6MEDIA also reserves the right to delete (i) any multiple entries, as well as any account creation data and/or statistics that contravene these, and (ii) any registration made and/or held by a natural person, if applicable after prior notice. Nevertheless, several Publisher Sites can be linked to the same Publisher account. A Publisher must have the prior authorization of Ad6Media for multiple Publisher accounts in the event it should prove impossible to manage multiple Publisher Sites under a single Publisher account
After validation of his Publisher account under the conditions mentioned above, the Publisher may access the Ad6Media Backoffice in order to submit for validation by the commercial service the URLs of the Publisher Site(s) on which he/she wishes to benefit from the Services and install the AD6MEDIA Tools. If the Publisher Site(s) is (are) accepted by AD6MEDIA, the Publisher shall obtain access to the codes to be placed on the pages of the Publisher Site(s) concerned. These codes must not be modified or inserted on a site other than the Publisher Site(s) validated by AD6MEDIA.
In the case of a significant modification of the content of the concerned Publisher Site(s), the Publisher agrees to notify AD6MEDIA immediately to allow AD6MEDIA to validate the modified Publisher Site(s).
As part of the execution of these General Terms and Conditions, AD6MEDIA is required to collect and process personal data concerning the Publisher or its employees, managers and representatives. In this context, AD6MEDIA undertakes to comply with applicable regulations. The processing of personal data implemented using this data is described and subject to the privacy policy of Ad6Media.
AD6MEDIA invites the Publisher to read the privacy policy.
The Publisher undertakes to communicate the link to said privacy policy to its employees, managers, representatives whose personal data may be processed in connection with the execution of the General Terms and Conditions.
The Publisher acknowledges and accepts that the Publisher Site is his sole and exclusive responsibility.
It is nevertheless specified that in the context of the performance of the Services, AD6MEDIA is required to deposit cookies and other tracers (the "Cookies") on the User's terminal due to the visit by the User of the Publisher Site. The Parties acknowledge and accept that for the deposit of these Cookies, AD6MEDIA acts as data controller and the Publisher acts as a data processor for the account and on the instructions of Ad6Media within the meaning of Law no. 78-17 of 6 January 1978 (the "French Data Protection Act").
Article 32-II of the French Data Protection Act lays down the principle according to which the storage of Cookies on the equipment of a user or the access to information already stored, should be implemented only with the prior consent of the user obtained after clear and complete information has been provided to the User, unless these actions are strictly necessary for the delivery of a company information service expressly requested by the User. By decision no. 2013-378 of December 5, 2013, the CNIL adopted a recommendation concerning Cookies (the "Recommendation") under which:
clear and complete information must be provided to Users regarding the Cookies placed on their terminal, by the appearance of a banner specifying the precise purposes of the Cookies used, the possibility to object to these Cookies, and to change the parameters by clicking on a link in the banner;
a mechanism must be provided in order to condition the placement of Cookies with the users' consent , it being specified that continued navigation on the site is deemed as consent to placing Cookies on the terminal, but that other mechanisms of obtaining such consent can be used;
The lifespan of Cookies shall be limited to 13 months after first being placed in the user's terminal equipment, and their lifespan must not be extended during new visits to the site.
The Publisher acknowledges and accepts that the performance of the Services implies that AD6MEDIA place Cookies requiring the User's consent within the meaning of the French Data Protection Act and the CNIL Recommendation. In this context, in order to enable the Parties to respect their respective obligations under the CNIL Recommendation:
AD6MEDIA undertakes to:
provide the Publisher with the necessary information to enable it to inform and obtain the User's consent for placing and reading Cookies requiring information and prior consent that Ad6Media places in order to provide f the Services that constitute the object of these General Terms and Conditions;
ensure that the lifetime of the Cookies placed on the Publisher Site is limited to thirteen (13) months maximum after such placement on the User's terminal resulting from the visit of the Publisher Site, and that the life of the Cookies shall not be extended during new visits to the Publisher Site.
The Publisher undertakes to:
insert a banner on the Publisher Site in accordance with the CNIL Recommendation mentioning the placement of cookies related to targeted advertising operations;
provide the User with all the information on the Cookies placed, as communicated by AD6MEDIA, on the Publisher Website;
obtain the User's consent for the Cookies placed by AD6MEDIA in accordance with the CNIL Recommendation;
provide Users with an opposition mechanism relating to the reading and removal of cookies, accessible at any time, in accordance with the CNIL's recommendations in this regard.
The Parties will each be able to regularly monitor their respective obligations with regard to the Cookies placed on the Publisher Site and in particular, their lifetime, as well as the procedures for issuing information and obtaining the User's consent.
Each Party undertakes:
to inform the other Party of any anomaly that it detects and to take into account any suggestions for improvement that may be made to it.
in all cases, within the limits of its powers and obligations in accordance with the terms specified in this article, to bring into compliance with the CNIL Recommendation, the Cookies that it places, at the request of the other Party, as quickly as possible following said request.
to comply with his obligations under this Article and to indemnify the other Party (i) against the claims of any third party resulting from his violation or failure to comply with the French Data Protection Act and the CNIL Recommendation, within the limits of its powers and obligations specified under this Article; (ii) against any conviction by a supervisory authority or judicial authority on the basis of a violation of the French Data Protection Act or the CNIL Recommendation, within the limit of his powers and obligations specified under this Article.
Use of Advertising Format(s): The Publisher undertakes to put in place the technical means necessary and useful for the purposes, in particular, of implementing the AD6MEDIA Tools Advertising Format(s). The Publisher also undertakes to implement and comply with the procedures and instructions issued by AD6MEDIA for the use of AD6MEDIA Tools. The Publisher undertakes not to modify the Advertising Formats, and to use them only for the purpose of providing the Services in accordance with the present conditions and excluding any other use. In particular, the Publisher undertakes not to modify, edit or disassemble the Advertising Format(s), unless this possibility has been expressly granted to it by AD6MEDIA, within the framework of a separate written agreement.
Use of Advertiser Content: The Publisher is prohibited from using the Advertisers Content made available as part of the Services for purposes other than those provided for in these General Terms and Conditions. The Publisher also undertakes to preserve the integrity of the Advertisers Content provided to him in application hereof and is prohibited from making any modification and/or alteration, in particular on the occasion of their integration and insertion by the Publisher on Locations.
The Publisher warrants that it shall conduct its activity in compliance with all the applicable regulations, in particular with regard to labour and social security law, intellectual and industrial property law, or personal data protection law, and shall hold AD6MEDIA harmless from any claim or action made in this respect.
The Publisher declares to have received from Ad6Media all information relating to the functionalities of the Backoffice and AD6MEDIA Tools together with the conditions of remuneration of the Services.
The Publisher undertakes to carry out, at his expense and under his sole responsibility, all mandatory administrative procedures resulting from the commercial exploitation of the Locations of the Publisher Site(s).
The design, production, operation and maintenance of the Publisher Site(s) are the sole responsibility of the Publisher. The Publisher may only display the advertisements of Advertisers transmitted by AD6MEDIA on the Publisher Site(s) declared and validated by AD6MEDIA when registering and subsequently.
The Publisher acknowledges that the AD6MEDIA Tools statistics are valid even as part of his remuneration.
The Publisher shall be solely responsible in the event of blockage of the Advertiser Content on his Publisher Site and agrees to indemnify AD6MEDIA for any damage suffered in this respect.
The Publisher acknowledges that the list of advertising formats proposed is likely to evolve with the market. In this sense, the Publisher must indicate on his Publisher account the formats that he does not wish to see on its Site(s).
The Publisher acknowledges that the formats may have display modes, colours, sizes and more generally, technical characteristics that are significantly different from those presented, in particular because of the different sources of the Advertisers Content.
The Publisher undertakes not to set up "robots" or "spiders" on the Publisher Site(s) in order to increase the profits it derives from the sale of Locations through Ad6Media.
The Publisher reserves the right to refuse any Advertiser Content that would be contrary to the material, moral or legal interests of his Publisher Sites and in particular any insertion likely to be contrary to the law, morality, ethical rules, public policy or his publishing policy vis-à-vis his industry.
The Publisher agrees to cooperate with AD6MEDIA in order to audit the Website Publisher's traffic and to obtain socio-demographic and behavioural data on the Users of the Publisher Site on which the AD6MEDIA Tools are installed.
By adopting Directive 2009/136/EC, amending Article 5(3) of Directive 2002/58/EC, the European legislator laid down the principle that the storage of information on the equipment of a user or access to information already stored should only be implemented with the user's prior consent. By decision no. 2013-378 of December 5th, 2013, the CNIL adopted a recommendation concerning cookies and other tracers covered by Article 32-II of the Law of January 6th, 1978 according to which:
a mechanism must be provided in order to subject the placement of cookies with the consent of users,
The lifespan of Cookies shall be limited to 13 months after first being placed in the user's terminal equipment, and their lifespan must not be extended during new visits to the site.
By validating these general terms and conditions, the publisher acknowledges compliance with the aforementioned law and recommendation.
Provision of Advertising Format(s): AD6MEDIA undertakes to provide the AD6MEDIA Tools Advertising Format(s) to the Publisher for integration on this latter's Publisher Site, directly via the AD6MEDIA Backoffice of the Publisher.
Locations: AD6MEDIA pledges to allow the Publisher the freedom to create the Locations he wants to monetize on its Site(s) directly from his Publisher account via the Backoffice of AD6MEDIA Tools.
Provision of Services: AD6MEDIA undertakes to provide the Publisher with a Backoffice allowing it to manage the Locations and to consult User data on its Publisher Site(s) on which it has integrated the AD6MEDIA Tools. The Publisher is solely responsible for the integration of Advertising Format(s), AD6MEDIA Tools and Advertiser Content on its Site. AD6MEDIA shall make every effort to implement reasonable technical means to ensure the proper operation of AD6MEDIA Tools.
AD6MEDIA shall market Locations to Advertisers wishing to publish Advertiser Content on the Publisher Site. AD6MEDIA shall implement for this purpose all human, technical and operational means that it deems useful and necessary (sales forces, promotional and advertising tools etc.) for carrying out this mission and contracting directly with the Advertisers, as advertising agency for the Publisher Site and for the sale of Locations to said Advertisers.
The conditions of remuneration and distribution for each Advertising Format are presented on the Ad6Media website and must be accepted by the publisher to participate. Ad6Media manages and validates the obtained results, ensures the collection of the remuneration due to the publishers in return for the participation in the advertising format of this latter. The results obtained are recorded using a web-user tracking system between the publisher sites and the advertiser.
Compensation conditions may change by decision of Ad6Media. Any change of compensation condition by Ad6Media shall be notified by email to the publisher who will have the opportunity, if it so desires, to cease its participation in the Advertising Format.
The Publisher agrees that the material provided by Ad6Media resulting in the constitution of compensation shall serve as the only evidence admitted between the parties.
In the event that the Publisher does not claim the repayment of its portion of the Billable Earnings within a period of eighteen (18) months from the call to invoicing (i.e. their online reporting in the Back Office), the Publisher's claim vis-à-vis Ad6Media shall be deemed abandoned.
Ad6Media remunerates the publisher by self-billing system in accordance with the provisions of Article 289 of the French General Tax Code and subject to the conditions of Article 242h of Annex II of said Code. As a result, Ad6Media shall provide an invoice to the Publisher as soon as the threshold of 50 € has been reached. The amount of this commission is calculated each month and paid within 45 days from the date of issue of the automatic billing statement. In the case where the amount due is less than this minimum amount, the payment is postponed until the agreed amount is reached. The invoice must also include the Trade and Companies Register number, a SIREN number or any other professional identifier facilitating its identification.
In accordance with the provisions of Article 289 of the French General Tax Code and under the conditions of Article 242(i) of Annex II of the General Tax Code, the principal hereby mandates the agent to establish in its name and for its account, in keeping with the principal's normal practices, its invoices for services of provision of advertising space.
It is expressly agreed between the parties that the invoices shall be drawn up by the agent according to the terms and conditions provided by law and the provisions of the contract binding them. It is agreed that the standard reference of "invoice - auto billing" will appear on all invoices issued by the agent on behalf of the principal. A copy of the invoice can be downloaded in pdf format by the principal, and the agent shall keep the original.
Within the framework of the present mandate, it is expressly recognised by the principal that, in accordance with the law and the administrative doctrine (BOI n° 136 of August 7, 2003), this latter must fulfil all of the following obligations and commitments:
Maintain full responsibility for its billing obligations and VAT consequences;
Pay to the Treasury the tax mentioned on the invoices prepared in its name and on its behalf by the agent, even in the case where the VAT has been incorrectly invoiced,
Immediately claim the duplicate of the invoice if it has not been made available to it;
Report to the agent any changes in the particulars concerning the identification of its company or its tax obligations with regard to VAT.
In application of this mandate, the principal undertakes to inform the agent of all objections that it may make regarding invoices issued in its name and on its behalf within eight (8) working days from the receipt of the invoice. The principal shall prepare the revised invoices as soon as possible.
The present mandate is concluded as from its date of validation by both parties and shall be valid for the entire duration of the contract binding the agent to the principal. It shall be extended by tacit renewal, except denunciation of this mandate by either party by registered letter with return receipt at least three (3) months before the expiry date of the contract.
In the absence of a contract, the present mandate is concluded for a one-year term and shall be extended by tacit renewal for annual periods in the absence of notice of termination by one or other of the parties by registered letter with acknowledgement of receipt at least three (3) months before the expiry of each annual period.
The Publisher shall have access, directly on its Backoffice and on the 7th of each month, to a report detailing in particular the part of the Billable Earnings due to the Publisher for the sale of the Publisher Site Locations for the previous month, with the balance of Billable Earnings being retained by AD6MEDIA as its Commission.
On the basis of this reporting, the Publisher shall validate his share of Billable Earnings by any means and prepare a monthly invoice corresponding to its share of Billable Earnings directly via the AD6MEDIA Backoffice.
A minimum threshold of 50 (fifty) euros excluding tax, corresponding to the share of the Billable Earnings returning to the Publisher, is set for publishing and sending an invoice by the Publisher. Below this threshold, no remuneration will be paid by AD6MEDIA, the Billable Earnings being reported and added to the Billable Earnings of the following month. As soon as the portion of the Publisher's Billable Earnings reaches the minimum threshold of fifty (50) euros, the Publisher may issue a corresponding invoice.
If the Publisher is subject to VAT or any other fee to be added to the sums invoiced, the Publisher agrees to inform AD6MEDIA immediately by entering the mandatory items (in particular the VAT identification number and SIRET number) on Backoffice.
Payment of invoices by AD6MEDIA shall be made exclusively by transfer to the bank account sent in SEPA format by the Publisher, according to the information entered on Backoffice. Invoices are payable within sixty (60) days from the date of invoice.
Any late payment shall result in the application of late penalties at a rate equal to three (3) times the legal interest rate. An amount of forty (40) euros shall also be automatically due for recovery costs in the event of an invoice not settled at maturity in accordance with Article L.441-6 of the French Commercial Code.
The publisher undertakes never to perform or request and/or authorize a third party to perform the following actions. Otherwise, Ad6Media reserves the right not to validate the payment of all or part of the sums submitted:
Practices intended to increase unlawfully generated fraudulent remuneration, such as repeated manual clicks, automated or computer-generated robots or queries, and/or unauthorized use of other services and/or search engine automation software.
Non-respect of the capping imposed by Ad6Media and/or practices intended to modify the capping imposed by Ad6Media.
Integration of advertising codes in unauthorized locations or other advertising codes for the purpose of increasing the Publisher's remuneration.
Non-respect of geographic areas of distribution. The publisher agrees not to operate out of the territory of geographical distribution and not to conduct the campaigns of a specific country in another country.
Reorder, edit, modify the information included in a banner, delete, hide or otherwise reduce a banner in any manner whatsoever.
Redirect a user to a page other than the one provided by clicking on the banner, insert content between the banner and this page. Introduce by any means other than the direct link between the banner and the page associated with said banner.
Activate or launch banners via a software application, a website or any other element present in the publisher data.
Violate the terms of use of the Advertising Format In any way. Release advertising malware.
Regarding Slide-In and Site-Under formats, the Publisher agrees not to work with other partners during collaboration with Ad6Media on said formats. Should Ad6Media observe the posting of one of these formats with another company in addition to that of Ad6Media, Ad6Media reserves the right to freeze the Publisher's earnings.
Show advertising codes on a site other than the validated one.
To prejudice Ad6Media by any means whatsoever.
The Publisher acknowledges that any attempt to violate these clauses shall be deemed evidence of obvious and proven fraud that may result in the unconditional termination of this Agreement and the termination of its account, resulting in the non-payment of commissions.
7.1 Intellectual Property of Ad6Media: The Site and all graphic, textual, visual and photographic elements contained therein, in particular all illustrations, images, drawings, photographs, characters, texts, decorations, modes of presentation, graphics or any other element of the Site, as well as the AD6MEDIA Tools and AD6MEDIA Content (the "AD6MEDIA Elements"), are and shall remain the exclusive property of Ad6Media, or are licensed to AD6MEDIA and are protected in particular by intellectual property rights. The AD6MEDIA Elements cannot under any circumstances be totally or partially modified, reproduced, represented, distributed, displayed, marketed, integrated into a derivative or other work , on any medium whatsoever. The use of all or part of AD6MEDIA Elements, including downloading, reproduction, transmission or representation for purposes other than those provided for in these Terms and Conditions is strictly prohibited. The Publisher is prohibited from depositing any trademark and/or patent on his behalf or on behalf of a third party incorporating all or part of one or more AD6MEDIA Elements.
7.2 Intellectual Property of the Publisher: The Publisher Website and all graphic, textual, visual and photographic elements contained therein, namely all the illustrations, images, drawings, photographs, characters, texts, decorations, presentation modes, graphics or any other element of the Publisher's Site, in particular - outside Advertiser Content and AD6MEDIA Elements (the "Publisher Elements"), are and shall remain the exclusive property of the Publisher, or are licensed to the Publisher and are protected in particular by intellectual property rights. The Publisher Elements may not in any case be wholly or partially modified, reproduced, represented, distributed, displayed, marketed, integrated into a derivative or other work , on any medium whatsoever. The use of all or part of the Publisher Elements, including downloading, reproduction, transmission or representation for purposes other than those provided for in these Terms and Conditions is strictly prohibited.
7.3 Intellectual Property of Advertisers: The Advertiser Content and all graphic, textual, visual and photographic elements contained therein, namely all illustrations, images, drawings, photographs, characters, texts, decorations, modes of presentation, graphics or any other element of the Advertisers' Content are and shall remain the exclusive property of the Advertiser, or are licensed to the Advertiser and are protected in particular by intellectual property rights. The use of all or part of the Advertisers Content, including downloading, reproduction, transmission or representation for purposes other than those provided for in these Terms and Conditions is strictly prohibited.
7.4 Publisher's Statement on the Publisher Website and Installation of Advertising Format(s): as part of the execution of this document, the Publisher declares to hold all rights to represent, use, exploit, reproduce or modify the Publisher Site. The Publisher agrees to use the Advertising Format(s) in accordance with Ad6Media's instructions.
7.5 Rights granted to the Publisher: For the supply of the Services, AD6MEDIA grants to the Publisher, on a non-exclusive, personal and non-transferable basis, the right to integrate the AD6MEDIA Tools Advertising Format(s) on its Publisher Site and for the sole purpose of taking advantage of the Services under the conditions provided for in these General Terms and Conditions. This right is granted solely for the duration of the Services. Thus granting rights does not imply the transfer of any property right in favour of the Publisher, while AD6MEDIA shall retain legal ownership of the AD6MEDIA Tools, as well as the elements that comprise them, as well as their associated documentation and any information, know-how, specification document or any design element of AD6MEDIA Tools. In addition, the Publisher agrees not to: (i) reproduce, use, analyse, disassemble, decompile, translate, convert or change any or all of the Advertising Format(s) or AD6MEDIA Tools, for any purpose whatsoever; (ii) transfer, assign, authorize or rent all or part of the Advertising Format(s), its components or AD6MEDIA Tools to a third party; or (iii) modify or create derivative works of all or part of the Advertising Format(s) or AD6MEDIA Tools.
7.6 Guarantee of quiet enjoyment: AD6MEDIA undertakes to indemnify and hold harmless the Publisher against any legal action or claim alleging that the AD6MEDIA Tools infringe the intellectual property rights of a third party, subject to the following conditions: i) that the Publisher has used the AD6MEDIA Tools in compliance with these General Terms and Conditions and/or Ad6Media's instructions; ii) that the Publisher inform AD6MEDIA promptly of any claim or legal action brought under this article; iii) that Ad6Media provide exclusive control over the defence of the case; and iv) that the Publisher provide AD6MEDIA with reasonable assistance in the defence of the claim. AD6MEDIA shall compensate the Publisher for the amount of any final conviction. In addition, if AD6MEDIA believes that a claim or legal action, as provided for in this article, could prevent the Publisher from using the AD6MEDIA Tools, AD6MEDIA will endeavour to (i) obtain the rights necessary to ensure that the Publisher may continue to use them or (ii) modify or replace them with an equivalent tool in terms of functionality.
7.7 Brands and logos: The Publisher agrees not to remove and/or modify the Ad6Media brands or logos inserted in the Advertising Formats. As such, AD6MEDIA authorises the Publisher to use the brands and logos belonging to it or any brand that it would substitute, insofar as such brands and/or logos appear within Advertising formats. In this respect, the Publisher undertakes to request the applicable graphic charter from AD6MEDIA and to respect it. The Publisher further undertakes to respect Ad6Media's full intellectual property rights over its brand and/or logo and, in particular, shall refrain from creating any confusion in the public's mind regarding the ownership of these elements or of its status as an independent company in relation to AD6MEDIA for any purpose or by any means whatsoever.
The Publisher acknowledges that the use granted to it of the AD6MEDIA trademarks and/or logos does not confer any right of ownership on the aforementioned AD6MEDIA trademarks and/or logos, except as expressly stipulated hereunder.
The Publisher authorizes AD6MEDIA to use the commercial name, name, logo, brands or any distinctive sign of the Publisher on any medium of communication or publication (and in particular on its Site), as commercial reference or for the sole purposes of promotion, marketing or commercial communication for Ad6Media. As such, AD6MEDIA undertakes to respect the graphic charter that shall be communicated to it by the Publisher as necessary.
Given the specificity and complexity of the Services, it is understood that Ad6Media is solely bound by an obligation of means.
AD6MEDIA does not warrant that AD6MEDIA Tools are error-free. In fact, AD6MEDIA may be obliged to temporarily suspend access to all or part of the AD6MEDIA Tools, especially for technical maintenance reasons, and Ad6Media shall incur no liability for such. It is also specified that the internet network and IT and telecommunications systems are not free from errors and that interruptions and outages may occur. AD6MEDIA cannot provide any guarantee in this respect and thus cannot be held responsible for any damage inherent to said uses of the internet network or the IT and telecommunications systems.
Insofar as the Publisher shows that it has suffered damage due to Ad6Media's failure to meet its obligations, Ad6Media's liability shall in any case be limited to the compensation of direct damages suffered by the Publisher, to the amount of Billable Earnings paid to the Publisher by AD6MEDIA during the twelve (12) months preceding the damage.
Ad6Media shall in no way be held liable in the event of (i) fault, negligence, omission or failure of the Publisher or a third party over whom AD6MEDIA has no power of control or supervision; or (ii) force majeure, as defined in Article 1218 of the Civil Code. Neither shall AD6MEDIA be held liable in any way for any indirect or immaterial damages suffered by the Publisher, including any commercial loss, loss of data, activity, profits, orders, commercial disorder of any kind, or damage to brand image.
The Publisher shall indemnify and hold harmless AD6MEDIA against any damage or loss suffered by AD6MEDIA stemming from the Publisher Sites, and in particular as a result of any claim or legal action from any third party (including any Advertiser), in particular due to any technical unavailability of the Publisher Sites preventing or limiting the circulation of all or part of the Advertiser Content on the Locations.
Each party remains responsible for its staff and any subcontractors.
9.1 The subscription to the Services is concluded for an indefinite period. It may be terminated for convenience at any time by the Publisher or by AD6MEDIA by written notification by any means, including email, without the other Party being able to claim any compensation on the basis of such termination for convenience.
9.2 AD6MEDIA further reserves the right to close the Publisher account and to remove its access to AD6MEDIA Tools and Services subject to written notification by any means, including email, in case of (i) failure of the Publisher to honour all or part of its commitments and/or obligations under these Terms and Conditions, that are not remedied by the Publisher within two (2) working days from the date of sending written notification by AD6MEDIA by any means, in particular by email, notifying said failure; or (ii) the Publisher not having used the AD6MEDIA Tools for more than eight (8) consecutive months. Such closing and termination shall occur without the Publisher being able to claim any compensation of any kind whatsoever and, in the event of a breach by the Publisher, without prejudice to any damages that AD6MEDIA may claim.
9.3 In the event of termination under the above conditions:
(i.) AD6MEDIA will interrupt the Service(s) no later than forty (40) calendar days from notification of the termination or closure of the Publisher account, thus enabling the successful completion of advertising campaigns of Advertisers that may be underway at the time of said notification. The Publisher undertakes to fulfil its obligations relating to said campaigns until their completion,
(ii.) the Publisher undertakes to return to AD6MEDIA free of charge all documents and information remaining in its possession and not to make any copy of such documents, as well as to cease all use of these elements and in particular trademarks and logos. Said documents and information must be returned within a maximum of forty (40) days from the date of termination and shall be returned by registered letter with acknowledgement of receipt accompanied by a sworn statement by which the Publisher declares not to have kept in his possession any information belonging to the company AD6MEDIA.
(iii.) In the event of termination by the Publisher, the sums which are validly due to him by Ad6Media shall then be paid back to him unless their total amount is lower than 50 euros, in which case they remain acquired by Ad6Media as compensation.
The Publisher undertakes, for the duration of the Services and eighteen (18) months after the end of these, unless it has received the prior written consent of Ad6Media, not to solicit, directly or indirectly, any employee of Ad6Media having directly or indirectly been involved in the performance of the Services.
In the event of breach of this Article, AD6MEDIA may claim compensation from the Publisher under a penalty clause, set at an amount equal to one (1) year gross remuneration of the employee concerned, to which shall be added all costs incurred by AD6MEDIA to replace the employee concerned.
Unless other means are expressly provided otherwise, any notification between the parties, in application or in the context of this Agreement must be made in writing and sent by registered letter with acknowledgement of receipt. Any notification made in accordance with the provisions of this Article shall be deemed to have been made at the time of the signature of the acknowledgement of receipt by the recipient of the notification.
The Services shall in no event be assigned by the Publisher, in whole or in part, for valuable consideration or free of charge,, without the prior written consent of Ad6Media.
These General Terms and Conditions are governed by French law. In case of dispute or litigation concerning the validity, terms, interpretation and/or execution of these General Terms and Conditions, the parties shall consult with each other in order to reach an amicable solution. In case of persistent disagreement for a period of at least thirty (30) days and, failing amicable agreement between the parties within this period, the Evry Commercial Court shall have express and exclusive jurisdiction , notwithstanding plurality of defendants, or introduction of third parties, even for protective urgent proceedings or on-demand proceedings.