Value Your Network Terms and Conditions of Sales

1. General provisions
1.1 Any new Customer wishing to place an Order with ValueYourNetwork for the first time must provide all the information required by ValueYourNetwork.
1.2. ValueYourNetwork reserves the right to refuse any Order or any reservation of advertising space, without having to justify the reasons for its refusal, it being specified that such a refusal does not give rise to any right to compensation in favour of the Customer, and does not exempt the Customer from payment for advertisements already inserted.
1.3. ValueYourNetwork is only bound by the terms of the confirmation it sends to the Customer.
1.4. ValueYourNetwork reserves the right to modify the terms of payment, during the execution of the contract, in case of deterioration of the financial situation and the guarantees of solvency presented by the Customer.
1.5. ValueYourNetwork does not grant any exclusivity to the Customer, without this clause being restrictive unless expressly mentioned otherwise within the Offer. ValueYourNetwork cannot guarantee that competing advertisers will not be present on adjacent or contiguous sites during the same period.
1.6. The Customer authorizes ValueYourNetwork to use its logo for commercial purposes (customer references).

2. Order submission and execution
2.1. ValueYourNetwork sends a quotation (advertising order) to the Customer, setting out the terms and conditions of the Offer. The Offer is valid for 30 days from its reference date. The Customer accepts ValueYourNetwork's Offer by returning the Offer to ValueYourNetwork together with these general terms and conditions duly signed. The contract between the Customer and ValueYourNetwork is deemed to have been concluded when the Customer accepts the Offer or, failing this, when ValueYourNetwork validates the Order placed by the Customer.
2.2. The subscription of an advertising order by a Customer implies acceptance of the commercial and pricing conditions and the present general terms and conditions of sale, as well as compliance with the laws and regulations governing advertising communication.
2.3. The advertising order is personal to the advertiser and cannot be transferred under any circumstances. It must be returned signed before any campaign is broadcast.
2.4. The Customer accepts that in the event of total non-delivery within the contractual deadline of the number of clicks, commitments or messages ordered, the campaign will be extended as long as necessary, unless the parties expressly agree on a firm campaign end date written into the contract.
2.5. The content of the campaign must be submitted to ValueYourNetwork in electronic form no later than 3 working days before the desired date of the campaign broadcast, unless otherwise agreed between the parties (including by email). The Customer must submit the elements in accordance with the required technical specifications (content, format, size, weight). In the event of non-compliance with the deadline and/or technical specifications, the campaign will not be broadcast on the scheduled date, and ValueYourNetwork cannot be held liable in this respect.
2.6. Performance report: ValueYourNetwork sends a report to the Customer on the follow-up of the performance of the contract thanks to an internal statistical tool, a maximum of 1 month after the end of the campaign. ValueYourNetwork undertakes to keep the results confidential.
3. Technical requirements The Customer must ensure the technical compatibility of his equipment and the messages he wishes to broadcast via ValueYourNetwork and comply with the campaign's technical specifications.

4. Campaign content and operation
The Customer acknowledges that he is the sole and exclusive author of the text, drawings, images, sounds and other content he provides for the campaign, and expressly declares that, failing this, he will be personally responsible for obtaining all rights and authorizations necessary for the publication of any campaign resulting from one of his Orders.
4.1. The Customer certifies, in particular, that the content of the campaign does not contravene any law, rule or legislation in force.
4.2. The Customer acknowledges that ValueYourNetwork is not responsible for messages written and distributed by users. No control is carried out a priori by the platform. Users must nevertheless comply with the terms of use of the service in order to continue to use the service and be eligible for remuneration.
4.3. The Client undertakes to indemnify and hold harmless ValueYourNetwork against any claims or actions by a third party and to compensate ValueYourNetwork for the possible consequences of any recourse by any person or entity who considers itself injured in any way whatsoever by the broadcasting of any campaign following one of its Orders.
4.4. The warranty covers in particular all damages, costs or fines to which ValueYourNetwork may be exposed, and extends to any legal costs.
4.5. Agents (registries, agencies, etc.) are jointly and severally liable with their principal for the orders they transmit to ValueYourNetwork.

5. Limitation of ValueYourNetwork's liability
5.1 It is expressly agreed that ValueYourNetwork has an obligation of means.
5.2. Defects constituting malfunctions in the advertising material (non-compliance with technical specifications, late delivery of elements, balancing of the promoted site), can in no case justify the cancellation of the Order, nor open the right to damages to the benefit of the Customer and exonerate ValueYourNetwork from any responsibility on the execution of the contract. Invoices remain the property of ValueYourNetwork, on the agreed date and for the entire campaign.
5.3. ValueYourNetwork is released from its obligation to publish the campaign in the event of force majeure, independent of its personal fault, and preventing it from fulfilling its obligations. In such circumstances, any delay or failure to perform shall not justify termination of the Order or entitle the Customer to damages.
5.4. Computer breakdown and system failure: ValueYourNetwork cannot be held liable, particularly in the event of difficulties or impossibility of accessing the service. In the same way, ValueYourNetwork is released from its obligation to publish the campaign following the occurrence of a computer breakdown or the unavailability of the social network publication service, actions independent of ValueYourNetwork's personal action and directly or indirectly preventing it from fulfilling its obligations.
5.5. Indemnities: Nevertheless, ValueYourNetwork's liability shall be limited to the amount of the invoiced service.

6. Pricing
The cost of an advertising order is fixed per campaign.
6.1. Applicable rates. All advertising orders are executed in accordance with ValueYourNetwork's pricing conditions, which the Customer acknowledges having read and accepted. Subject to the provisions of Articles
6.2. the rate applicable to one or more campaigns is that in force on the date the order is signed.
6.3. Applicable Tariffs are subject to change and will be communicated 30 days prior to the effective date of the new Tariff.
6.4. Special discounts
6.4.1. A discount may be granted on the gross amount of the space purchase to any new advertiser. The rate of this discount is indicated in the Tariff.
6.4.2. Decreasing rates may be granted to the customer on the gross amount of space purchased, and may be combined with the "new advertiser" discount. They are calculated in cascade from the gross amount. Volume discounts apply to one advertiser or to several campaigns inserted by the same advertiser and are non-retroactive.
6.5. The rates include a professional discount of 10% on the net price after mark-ups, volume discounts and commercial discounts. This discount will only be granted to advertisers who have accredited an agent to ValueYourNetwork for their space purchases.
6.7. The advertiser may purchase its campaigns either directly from ValueYourNetwork or through an agent duly appointed by him. He must then inform ValueYourNetwork of the existence of this mandate by means of the attestation of mandate which he must return, signed by himself and by the agent before any campaign.

7. Terms of payment
7.1. The intermediary placing an advertising order acts in the name and on behalf of the beneficiary-advertiser. The Advertiser is in all cases responsible for the payment of orders. It is understood that payment made to the Agent does not release the Advertiser vis-à-vis ValueYourNetwork. ValueYourNetwork reserves the right to modify current orders without prior notice or compensation in the event of non-compliance with payment conditions. The advertiser will then be invoiced for the orders broadcast up to the date of termination.
7.2. An invoice is drawn up on the basis of the budget initially defined, and includes the cost of publication of the campaigns. Invoices are payable by the Customer within the deadlines specified therein, which may not exceed 30 days net end of month. However, ValueYourNetwork reserves the right to include specific payment terms in the contract without having to state the reasons.
7.3. Failure to pay an invoice by the due date automatically entails suspension of the current campaign. A contractual indemnity equivalent to 2 times the legal interest rate in force may be demanded on all sums due. Collection costs will be borne by the customer.

8. Cancellation - Modification
8.1. In the case of a minor modification, the request may be made by any means (fax, e-mail, post) within 3 working days before the new banner goes online. In the case of a major modification (period, locations, volumes), the request will be taken into account subject to the availability of campaigns and volumes over the period. Any major modification must be the subject of a new Reservation Order.
8.2. The execution of an Order in progress cannot be cancelled by the Customer. In the event of cancellation or in the event of downward modifications assimilated to a cancellation, either of the duration of a campaign, or of the purchase volume, or of the locations, the Customer must inform ValueYourNetwork by registered mail. The Customer is then liable for the following penalties: more than 14 working days before broadcast: 20% of the amount of the cancellation; less than 14 working days before broadcast: 50% of the amount of the cancellation; once the campaign has begun: 100% of the amount of the cancellation. The space cancelled by the Customer is returned to ValueYourNetwork.

VALUE YOUR NETWORK - SAS with a capital of 30,000 euros. Registered office: 25 rue du Mail 75002 PARIS - RCS 808 094 361 PARIS.