Meetscale’s General Terms of Service

Between Meetscale, a simplified joint-stock company registered with the Lille Métropole Trade and Companies Register under number 937 860 724, whose registered office is located at 278 chaussée Fernand Forest, 59200 TOURCOING, FRANCE, represented by its current Legal Representative Denis Marchant, hereinafter referred to as “Meetscale,” and the “Partner” as defined and designated in the “IO.”

Meetscale is a subsidiary of Sparteo. It contributes, along with other current and future technological solutions developed by the Sparteo group, to a comprehensive and complementary offering for the media industry. Any reference to “Meetscale” in these General Terms of Service, unless otherwise stated, is presumed to include Meetscale and all its subsidiaries. Meetscale and the Partner are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

Meetscale enables the automation and optimization of display, video, and native advertising sales across various digital platforms, such as websites, mobile applications, and connected TVs.

This agreement sets forth the “General Terms” governing the use of the Meetscale service by the Partner (hereinafter the “General Terms”). The signature of the IO constitutes an express and unconditional acceptance of these General Terms by the Partner. The Partner must provide documentation verifying its fiscal and social status and compliance with its inherent obligations.

The Partner warrants to Meetscale that it possesses all necessary rights and authorizations and will comply with all applicable obligations to adhere to the General Terms on behalf of and for the entity for which it is creating a Partner Account, as defined below.

Article 1: Definitions

The Parties agree on the following definitions:

“Account”: Refers to the set of rights granted to the Partner for the use of the service, details of which are available in the Admin Panel.

“Admin Panel”: Refers to the area where the Partner accesses its dashboard and settings. It is accessible using the Partner’s login credentials.

“Advertiser”: Refers to, without limitation, any entity or platform, including DSPs (Demand-Side platforms), agencies, and advertising marketplaces, purchasing advertising space or participating in the dissemination of Advertisements on the Partner’s Properties.

“Ad Impression”: Refers to the successful display of an Advertisement on a Partner’s Property, as measured by the rendering of the Advertisement in the Ad Placement and its visibility to the Public, in compliance with the standards and guidelines defined by the Interactive Advertising Bureau (IAB). An Ad Impression is recorded only when the technical call for the Advertisement has been successfully executed, and the Advertisement has been fully loaded and rendered on the screen, as confirmed by the applicable measurement standards.

“Ad Placement”: Refers to a space reserved for displaying an Advertisement on a Partner’s Property.

“Advertisement”: Refers to any promotional or commercial content inserted into an Ad Placement on the Partner’s Properties, regardless of its format or nature. Advertisements may include, but are not limited to, banners, videos, native content, interstitials, or any emerging advertising format, in line with technological, regulatory, and market standard evolutions.

“Advertising Revenues”: Refers to the net advertising revenues generated by Meetscale for Advertisements displayed on the Partner’s Properties, minus applicable taxes and all technical fees.

“Compensation”: Refers to the Compensation outlined in Article 5 of these General Terms.

“IAB TCF”: Refers to the Transparency and Consent Framework (TCF), a standard developed by the Internet Advertising Bureau Europe to help digital ecosystem players comply with GDPR and the ePrivacy Directive. This framework standardizes user consent collection, management, and sharing through a consent chain involving publishers, vendors, and Consent Management Platforms (CMPs).

“Integration Module”: Refers to a set of technical solutions provided by Meetscale, including Prebid adapters, SDKs, or VAST Tags, enabling the integration and dissemination of Advertisements on the Partner’s Properties.

“Insertion Order” or “IO”: Refers to the contractual document signed by both Parties, which specifies the particular terms of the relationship between Meetscale and the Partner. The IO notably includes the contract duration, the chosen integration methods (e.g., Prebid Adapter, VAST Tag, or SDK), the relevant Ad Placements, as well as specific financial terms.

“Intellectual Property”: Refers to all patents, trademarks, service marks, designs, logos, copyrights, database rights, inventions, company names, and all other similar Intellectual Property rights, including trade secrets as defined under French Law n° 2018-670 of July 30, 2018, and Directive (EU) 2016/943 of June 8, 2016, whether registered or not, including applications, the right to request protection, renewal, and worldwide extension, and the right to take legal action in case of any infringement of these rights.

“Inventory”: Refers to the potential number of Advertisements displayable within the Ad Placements for a given period and audience.

“Meetscale Prebid Adapter”: Refers to a technical module developed by Meetscale in compliance with Prebid standards, enabling communication between Meetscale’s advertising bidding systems and the Partner’s Properties. This Adapter has been validated by Prebid as part of its official submission procedure, thereby ensuring its compliance. The technical documentation of the Adapter is available at the following address: https://docs.Prebid.org/dev-docs/bidders/Sparteo.html

“Meetscale Data”: Refers to all data generated, collected, or made available by Meetscale, directly or indirectly, in connection with the provision of services, including, but not limited to, data related to Ad Placements, Performance, Advertising Revenues, Inventory, Advertisements, and the Partner’s Properties, as well as all statistical, analytical, or aggregated information derived from interactions between these elements. This data also includes information from reporting and analytics systems provided by Meetscale.

In accordance with Articles L341-1, L342-1, L342-2, and L343-1 of the French Intellectual Property Code and Directive 96/9/EC of March 11, 1996, on the legal protection of databases, Meetscale holds Intellectual Property rights as recognized to database producers over the data and data streams it creates and distributes.

“Meetscale Platform”: Refers to the online interface provided by Meetscale, allowing the Partner to access its Account and use the tools and services provided by Meetscale. Meetscale Platform notably includes the Admin Panel, where the Partner can view its Performance, Advertising Revenues, and configure settings related to Advertisement dissemination on its Properties.

“Partner”: Refers to any legal entity or person that has contracted with Meetscale for the management and monetization of its Properties via an Integration Module.

“Partner’s Properties” or “Properties”: Refers to all digital spaces legally operated or managed by the Partner, including, but not limited to, websites, AMP sites, mobile applications, TV applications, FAST channels, dedicated social media Accounts (e.g., Facebook or Twitter), email distribution lists, and any other current or future digital communication methods, including chatbots. To be covered under this agreement, these Properties must be reported in the Partner’s user Account.

“Performance”: Refers to key Performance indicators (KPIs) used to measure the efficiency of Advertisements displayed on the Partner’s Properties. These KPIs include, but are not limited to, metrics such as cost per mille (CPM) or other relevant measures.

“Prebid”: Refers to an open-source real-time auction management solution designed to maximize the monetization of Ad Placements. Prebid provides a standardized infrastructure for integrating multiple competing advertising buyers, thereby optimizing Advertising Revenues.

“Programmatic”: Refers to the automated method of selling Advertisements, relying on technological platforms such as DSPs, SSPs (Supply-Side Platforms), and Ad Exchanges. This system enables the automated real-time selection of Advertisements, dynamic price adjustments, payment processing for sellers, and Advertisement display.

“Public”: Refers to any individual, whether an anonymous visitor or a registered user, who accesses the Partner’s Properties and can interact with the content or Advertisements displayed.

“SDK”: Refers to a code snippet provided to Partners, enabling Advertisement integration and the analysis of Ad Placement Performance on their Properties.

“Territory”: Refers to the entire world, except in cases where specific territories are excluded by the Partner with Meetscale’s prior approval.

“VAST Tag”: Refers to a URL providing access to a file based on the VAST (Video Ad Serving Template) standard, used to deliver video Advertisements on the Partner’s Properties. The VAST Tag provides instructions for calling, loading, and playing a video Advertisement, ensuring compatibility with video players supporting this standard.

Article 2: Purpose

The service provided by Meetscale consists of making available to the Partner technical solutions for advertising integration, including, but not limited to, the Meetscale Prebid Adapter, VAST Tags, and JavaScript SDK. These solutions enable the Partner’s Properties to connect to advertising auction systems, allowing the Partner to accept the dissemination of Advertisements with the aim of monetizing the Ad Placements.

Sparteo adheres on behalf of Meetscale to the specifications and policy of the IAB TCF under registration number 1028.

The service includes reporting and data visualization tools that enable the Partner to access key indicators and results related to the service. These tools will be made available to the Partner for monitoring the Performance and Advertising Revenues.

Article 3: Partner Account

3.1. Account Creation

The Account creation request, which allows for the validation of this agreement, will only be accepted by Meetscale subject to its technical and legal capacity to meet it, considering its existing commitments and the technical compatibility of the Partner’s Properties with the Integration Modules.

3.2. Description

From the acceptance of the IO signed by the Partner, Meetscale will provide an Account allowing the Partner to monitor its Advertising Revenues on a daily basis.

The Partner’s Account will contain information such as its Advertising Revenues, Advertisement Performance, and the Inventory of its Properties.

3.3. Contact Details and Supporting Documents

The Partner agrees to provide accurate contact details and any required information or supporting documents requested by Meetscale and to update these details in its Account for any changes that may occur.

3.4. Login Credentials

The Partner acknowledges and agrees to be solely responsible for the login credentials related to its Account. Any suspected disclosure or sharing, intentional or otherwise, of login credentials will be the sole and personal responsibility of the Partner.

Under no circumstances will Meetscale be held liable for any illegal or fraudulent use of the Partner’s login credentials or any tools made available to the Partner.

3.5. Contractual Documents

By accepting these General Terms and their annexes, the Partner agrees to comply with all their provisions, as well as those of Meetscale’s Privacy Policy (https://legal.sparteo.com/privacy-policy), which the Partner acknowledges having read and accepted simultaneously.

Article 4: Terms of Execution

4.1 License

Meetscale grants the Partner a non-exclusive and non-transferable right to integrate its technology via its Integration Modules, enabling the optimization of Advertising Revenues, on the Partner’s Properties for the dissemination of Advertisements within the Territory.

4.2 Integration Process

For the integration of Meetscale Modules on the Partner’s Properties, the Partner must inform Meetscale by email or through the features available for this purpose on Meetscale Platform of the Properties where it intends to disseminate Advertisements.

Meetscale will perform the necessary verifications and configurations to enable the implementation of the service on the Partner’s Properties, as well as on any new Property proposed by the Partner after the initial implementation.

Any specific adaptation required for certain Properties or services managed by the Partner may be subject to an addendum to this agreement, specifying any additional costs.

4.3 Advertisements

Meetscale makes its best efforts to ensure that the Advertisements disseminated comply with applicable laws and regulations. Meetscale will act diligently if it becomes aware that a non-compliant Advertisement has been disseminated despite these efforts.

The Partner, who retains full control, management, and responsibility over its Properties, agrees not to unreasonably obstruct the dissemination of Advertisements on its Properties and acknowledges that this is a material obligation under these General Terms of Service.

The Partner acknowledges that Meetscale retains the sole discretion to:

(i) establish the terms of agreements with Advertisers,

(ii) set the pricing for the commercialization of Advertisements,

(iii) determine the methods of Advertisement dissemination, and

(iv) define the nature of the Advertisements.

The Programmatic process remains automated, with the acceptance of Advertisement displays being the Partner’s choice and responsibility, as the Partner retains full control of its Properties.

4.4 Ads.txt

The ads.txt file (“Authorized Digital Sellers”) is a text file hosted on the Partner’s Properties. It contains instructions specifying the sellers authorized to commercialize Ad Placements. A portion of these instructions pertains to Advertisements disseminated by Meetscale.

For the commercialization of Advertisements by Meetscale, the Partner agrees to include the lines provided by Meetscale in its ads.txt file without modification. The Partner may add or retain lines for other sellers, provided they do not contradict or obstruct those provided by Meetscale.

In case of specific needs, the Partner may request a modification of the lines provided by Meetscale. This request must be submitted via email, specifying the desired changes and their duration. Meetscale will review the request and inform the Partner of its decision as promptly as possible, without being obligated to accept the modification.

4.5 Installation of Integration Modules

To activate the service, the Partner must implement the Meetscale Integration Modules across all relevant Properties in accordance with the technical documentation available at: https://www.meetscale.com/get-started.

Any deviation from this procedure may compromise the proper functioning of the Service.

If the technical configuration of the Partner’s Properties requires specific adaptations, Meetscale will inform the Partner. These adaptations will be at the Partner’s expense, unless a specific agreement is reached between the parties.

Article 5: Financial Terms

5.1. Principle of Partner Compensation

5.1.1 VAST and SDK Integration Modules

When monetization is managed via Meetscale’s VAST or SDK Integration Modules, the Advertising Revenues generated from the Ad Placements are distributed according to the specific conditions defined in the IO.

5.1.2 Meetscale Prebid Adapter

When using the Prebid Integration Module, Meetscale participates in auctions on the Ad Placements through its Prebid Adapter.

Each winning bid from Meetscale, selected by the Partner’s Prebid platform, is accounted for in the Partner’s Advertising Revenues as long as the Advertisement associated with the bid has been chosen by the Partner and has successfully delivered an Ad Impression.

5.2. Existence of Partner Compensation

The Partner acknowledges and accepts that Meetscale does not guarantee any minimum volume of Advertisements disseminated on its Properties. Consequently, Meetscale does not guarantee any minimum Compensation to the Partner.

5.3. Monitoring Compensation by the Partner

The Partner may consult an estimate of its Compensation for the current month at any time in the Admin Panel of its Account.

Meetscale is dependent on the receipt of final periodic statements from Advertisers through whom the Ad Placements were commercialized, as well as their effective payment. Within thirty (30) days following the end of each calendar month, the Partner will be able to view the final statement of its Compensation for that month. This final statement will be deemed approved and definitively accepted by the Partner if it is not disputed by registered letter with acknowledgment of receipt sent to Meetscale within fifteen (15) days from its Publication.

Only this final statement will be used for invoicing, excluding any estimates previously viewed in the Admin Panel.

Meetscale can only compensate the Partner based on amounts that are effectively and definitively received. In the event of Advertising Revenues cancellations by an Advertiser (e.g., Google or any other platform), the canceled amount will be deducted from the Partner’s Compensation, even if this deduction occurs after the establishment of the final statement.

5.4. Self-Invoicing

By default, the Partner benefits from a self-invoicing system implemented by Meetscale. The Partner must provide the necessary payment information in the Admin Panel of its Account and accept the self-invoicing mandate that will be proposed to it.

Subject to fulfilling these formalities, Meetscale will issue an invoice on behalf of the Partner upon the Publication of the final statement of Compensation.

5.4.1. Partner-Initiated Invoicing

Subject to a specific agreement that Meetscale is not obligated to grant, the Partner may request to issue its own invoices, as an exception to the self-invoicing system.

In such cases, the Partner must issue an invoice showing VAT at the applicable rate and compliant with its tax regime. This invoice must be sent to Meetscale starting from the first day of the third month following the billing period concerned, within a maximum of thirty (30) days.

After this period, any amount for which Meetscale has not received an invoice will be deemed non-claimable by the Partner.

5.4.2. Minimum Amount

Regardless of the invoicing method, any payment will be postponed to the following calendar month as long as the total amount of the Partner’s Compensation does not exceed a threshold of one hundred euros (€100), regardless of the preferred payment currency.

5.5. Payment

Meetscale will process invoice payments under the conditions specified in the IO after their issuance by Meetscale on behalf of the Partner, or within the month following Meetscale’s receipt of invoices sent by the Partner, in accordance with the terms outlined in Section 5.4.1.

Invoices will be issued after the final statement of the Partner’s Compensation is deemed approved, in accordance with Section 5.3.

Payments will be made via bank transfer to the Account specified in the Partner’s Admin Panel, provided that applicable banking and tax laws allow it at the time of payment. No payment will be made to any individual or entity other than the Partner.

Consequently, payments will only be made to a bank account bearing the same name as the Partner. Meetscale may, at its discretion or at the request of its banking Partner, require any information or proof required by applicable laws, whether at Meetscale’s registered office, the Partner’s place of domicile, or the location of its bank Account.

If amounts are canceled or adjusted by an Advertiser in accordance with Section 5.3 after invoices have been issued, Meetscale may offset these amounts against future payments or request reimbursement from the Partner if necessary.

5.6. Effectiveness of the Contract

Payments under Section 5.5 can only be made within the framework of an effective contractual relationship under these General Terms. The information necessary to identify the Partner and its social and tax status must have been provided for payments to be made.

The continued operation of Integration Modules or features enabling the monetization of Ad Placements after contract termination will not entitle the Partner to any Compensation.

Article 6: Duration of the Contract and Termination

6.1. Duration

This Agreement shall come into force on the date of signature of the Insertion Order (“IO”) by both Parties, subject to Meetscale’s acceptance following the legal and technical validation of the Properties proposed by the Partner. The duration of the Agreement is defined in the IO. Access to the Admin Panel will be activated following this validation.

6.2. Termination

The Agreement may be terminated at any time by either Party, without notice or penalty, by registered letter with acknowledgment of receipt. The termination date of the Agreement will be the date of receipt of the registered letter with acknowledgment of receipt.

In the event of modifications to these General Terms, the Partner will be notified when accessing Meetscale Platform. If the Partner does not accept the new terms, it may exercise its right to terminate the Agreement as described above.

Article 7: Intellectual Property

7.1. Name, Brand, and Logo

All Intellectual Property rights related to the Partner’s names, brands, and logos are and shall remain exclusively owned by the Partner. Unless otherwise stipulated in this Agreement, no clause grants Meetscale any Intellectual Property rights over the names, brands, or logos of the Partner.

Similarly, all Intellectual Property rights related to the names, brands, and logos of Meetscale remain the exclusive Property of Meetscale, without any provision granting similar rights to the Partner.

7.2. Promotion

The Partner grants Meetscale a non-exclusive right, valid throughout the Territory and for the duration of the Agreement, to use its name, brand, and logo for promotional purposes. This includes, without limitation, their use on the Meetscale Platform, in press releases, online newsletters, marketing presentations, or any similar materials.

7.3. Meetscale Platform, Integration Modules, and Databases

All Intellectual Property rights related to Meetscale Platform, the Integration Modules, and any technology and know-how developed or made available by Meetscale remain the exclusive Property of Meetscale.

Unless otherwise stipulated, no clause in this Agreement grants the Partner any Intellectual Property rights or usage rights over Meetscale Platform, Integration Modules, or databases, except as strictly necessary for the execution of the Agreement.

Article 8: Loyalty, Compliance, and Non-Compete

8.1. General Obligations and Integrity of the Integration Modules

The Partner undertakes to ensure all conditions are met for the optimal functioning of the Integration Modules provided by Meetscale on the Properties.

The Partner guarantees not to compromise the integrity of the Integration Modules. The Partner will ensure that the display of Advertisements is neither obstructed, hidden, nor altered in a way that reduces their visibility or effectiveness. This includes the prohibition of overlaying content over the Advertisements or using technologies or third-party services that divert or obscure, even partially, the Advertisements delivered through Meetscale’s Integration Modules.

The Partner acknowledges its responsibility for any breach of this Agreement that compromises the delivery conditions of Advertisements, which are issued by Advertisers and transmitted to the Partner through the Programmatic chain.

8.2. Compliance with Published Content

The Partner guarantees that the content published on its Properties complies with applicable laws, regulations, and third-party rights. Such content must not include, without limitation:

Pornographic, pedophilic, indecent, or obscene content, including any sexually explicit or highly suggestive material;
Content inciting illegal activities such as drug trafficking, counterfeiting, piracy, or fraud;
Defamatory, offensive, libelous, or insulting content that could harm the reputation of an individual or organization;
Messages inciting hatred or discrimination, particularly based on race, ethnicity, religion, disability, gender, age, or sexual orientation;
Violent or shocking content, glorifying or inciting violence, cruelty to animals, or dangerous behavior;
Violations of privacy, including unauthorized disclosure of personal or sensitive data;
Content contrary to human dignity, including humiliating, degrading, or exploitative material;
Elements infringing third-party Intellectual Property rights, such as works of authorship, trademarks, designs, or models, without authorization from the rights holders;
Fake news, disinformation, or deceptive content aimed at unduly manipulating or influencing users;
Deceptive business practices, such as false advertising or offers not compliant with current regulations;
Content promoting illicit products or services, including illegal gambling, weapons, or controlled substances;
Any breach of Public order or good morals.

8.3. Ad Fraud

The Partner agrees not to artificially manipulate advertising Performance (impressions, clicks) on its Properties, whether directly or through third parties. Any fraud or attempted fraud authorizes Meetscale to suspend Advertising Revenues payments and terminate the Agreement without prejudice to the damages Meetscale may claim as compensation.

8.4. Sanctions in Case of Breach

In the event of a breach of obligations under Sections 8.1 to 8.3, Meetscale may demand rectification within forty-eight (48) hours of notification. If rectification does not occur, Meetscale may suspend Advertising Revenues payments, assess the financial impact of the breach, and:

Pay the Partner the balance of the Advertising Revenues if the amounts canceled or adjusted by Advertisers are less than the suspended sums;
Claim reimbursement from the Partner if the canceled or adjusted amounts exceed the suspended sums.

Meetscale may also terminate the Agreement immediately, following the procedures outlined in Section 6.2.

8.5. Non-Compete Commitment

Throughout the duration of the Agreement and for three (3) years after its termination, the Partner agrees not to develop, market, or participate, directly or indirectly within the Territory, in the creation of a solution competing with Meetscale.

8.6. Ethical and Anti-Corruption Commitments

Meetscale and the Partner agree to adhere to the following principles:

Combating corruption, money laundering, and all fraudulent business practices;
Complying with international laws on human rights and ethical practices, in accordance with the standards of the United Nations Global Compact.

Meetscale reserves the right to suspend the Agreement in the event of evident non-compliance by the Partner with these ethical commitments.

Article 9: Confidentiality

9.1. Definition of Confidential Information

Each Party guarantees the confidentiality of any information, whether written or oral, that it has become aware of in the context of this Agreement (hereinafter referred to as “Confidential Information”). This includes, without limitation:

Any documents, data, results, or information of a technical, scientific, legal, commercial, financial, or other nature, related to Meetscale’s activities;
The Partner’s Advertising Revenues disclosed to Meetscale, as well as any information derived from audience analysis tools provided to Meetscale;
Know-how, Integration Modules, operational methods, computer programs, software, databases, studies, plans, or any other proprietary elements that have not been made Public.

9.2. Obligations of the Parties

The Parties agree to:

1. Use the Confidential Information and Meetscale Data exclusively for the execution of this Agreement;

2. Not disclose the Confidential Information to third parties, except to their personnel, representatives, and/or advisors strictly necessary for the execution of this Agreement, provided they are bound by confidentiality obligations at least equivalent to those set forth herein;

3. Take all necessary measures to ensure the security and confidentiality of the Confidential Information, equivalent at minimum to those applied to their own Confidential Information;

4. Not file, in their own name or on behalf of third parties, any application for industrial Property rights over the Confidential Information without the prior agreement of the other Party;

5. Not communicate or transmit the Confidential Information through means that could compromise its confidentiality or harm the interests of the other Party.

9.3. Exceptions to Confidentiality

The obligations of confidentiality do not apply to Confidential Information that:

Is or becomes Publicly accessible without fault of the receiving Party;
Has been lawfully obtained from a third party without breaching a confidentiality obligation;
Must be disclosed pursuant to a legal obligation or judicial or administrative decision.

In the latter case, the Party required to disclose the Confidential Information shall promptly notify the other Party and cooperate, to the extent possible, to limit disclosure and preserve the confidentiality of the concerned information.

9.4. Duration of the Confidentiality Obligation

The confidentiality obligations set forth in this Article shall remain in effect after the termination or expiration of the Agreement, as long as the information concerned remains confidential, unless explicitly waived by the Party that provided the information.

9.5. Use of Meetscale Data

The Partner acknowledges that Meetscale Data constitutes Confidential Information protected as trade secrets and remains the exclusive Property of Meetscale.

The Partner undertakes to use Meetscale Data solely for the purposes of executing this Agreement and in compliance with applicable laws. Any unauthorized use, including but not limited to profiling, segmentation, or enriching external databases, is strictly prohibited.

Meetscale reserves the right to freely exploit Meetscale Data, including in aggregated or anonymized form, for the purposes of developing, improving, and analyzing its services or technologies.

Article 10: Processing of Personal Data

The obligations and commitments of the Parties concerning the processing of personal data necessary for the services provided by Meetscale are defined in the annex “Personal Data Processing Policy” accessible at: https://legal.sparteo.com/meetscale/personal-data-processing-policy.

Article 11: General Clauses

11.1. Entire Agreement

These General Terms and Conditions constitute the entire obligations of the Parties and supersede any prior agreements, whether written or verbal, related to their subject matter.

As detailed in the annex “Personal Data Processing Agreement” accessible at: https://legal.sparteo.com/meetscale/personal-data-processing-policy, each Party is solely responsible for the processing of personal data it carries out within the framework of the service, including the collection, processing, and transfer of such data. Accordingly, each Party guarantees its compliance with applicable regulations, including the GDPR and the IAB TCF.

Each Party undertakes to inform the individuals concerned about the data it communicates to the other Party, specifying the purposes, the legal basis, and the rights of the individuals concerned.

In the context of the service implementation by Meetscale, personal data processing will be carried out in compliance with Meetscale’s privacy policy, available at the following address: https://legal.sparteo.com/privacy-policy.

11.2. Severability

If any provision of these General Terms and Conditions is deemed invalid or unenforceable by a competent court, that provision will be considered null and void without affecting the validity of the other provisions. However, if such nullity significantly impacts the economic or legal balance of the Agreement, the Parties agree to negotiate in good faith to replace the invalid provision with a valid and economically equivalent clause.

11.3. Assignment / Change of Control

The Partner may not assign its rights and obligations under these General Terms and Conditions without the prior written consent of Meetscale.

In the event of a change of control of the Partner, as defined under Article L233-3 of the French Commercial Code, Meetscale may terminate the Agreement by operation of law.

Meetscale may freely transfer all or part of its rights and obligations to a third party.

In the event of a transfer or assignment of a Property to a third party:

If the third party wishes to continue the Agreement, a tripartite contract will be established in accordance with Article 1216 of the French Civil Code.
If the third party does not wish to continue the Agreement, the Partner shall remain bound by its contractual obligations, including termination according to the terms provided herein.

11.4. Force Majeure

Neither Party shall be held liable for the non-performance of its obligations in the event of force majeure, as defined by French case law. During the period of the impediment, no Compensation shall be due to the Partner.

11.5. Signature Method

This Agreement may be signed electronically, in accordance with Article 1366 of the French Civil Code. A simple or advanced electronic signature shall have the same evidentiary value as a paper document and shall be fully binding between the Parties.

11.6. Limitation of Liability

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL MEETSCALE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES RELATING TO LOST BUSINESS, GOODWILL, DATA AND/OR PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE TOTAL CUMULATIVE LIABILITY OF MEETSCALE IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF REVENUE ACTUALLY RETAINED BY MEETSCALE UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CIRCUMSTANCES THAT GAVE RISE TO THE CLAIM AT ISSUE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS AMOUNT. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 11.6 WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Furthermore, Meetscale’s liability shall be strictly limited to direct and objectively measurable damages. Any legal action arising directly or indirectly from these General Terms and Conditions must be initiated within one (1) year from the date of the cause of action, except where otherwise required by law. The Parties expressly waive invoking any longer limitation period provided by applicable law.

11.7. Governing Law and Jurisdiction

These General Terms and Conditions are governed by French law.

In the event of a dispute relating to their validity, interpretation, or execution:

If the Partner is a professional, the international chamber of the Paris Commercial Court shall have exclusive jurisdiction, including in cases of multiple claimants, interim measures, or third-party claims.

11.8. Modifications to the General Terms and Conditions

Meetscale reserves the right to modify these General Terms and Conditions. The Partner will be informed of any modifications via electronic notification on Meetscale Platform.

The modifications shall take effect thirty (30) days after notification, unless expressly opposed by the Partner, who may then terminate the Agreement in accordance with the terms set out in Article 6.2.