Actirise’s General Terms of Service • Premium

Between Actirise, a simplified joint-stock company registered with the Lille Métropole Trade and Companies Register under number 894 560 747, whose registered office is located at 278 chaussée Fernand Forest, 59200 TOURCOING, FRANCE, represented by its current Legal Representative Thomas Pruvot, hereinafter referred to as Actirise, and the Partner as defined in these General Terms and designated in the Insertion Order (IO).

Actirise 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.

Actirise provides a monetization and business intelligence technology aimed at publishers. In addition to offering a monetization solution, Actirise has developed a business intelligence tool that allows its users to have a granular view of their revenues.

This agreement sets forth the General Terms governing the use of the Actirise service by the Partner (hereinafter the General Terms). The online acceptance of this agreement constitutes an express and unconditional acceptance of these General Terms by the Partner.

By accepting these General Terms, the Partner also acknowledges and agrees to comply with Actirise’s Integration Guidelines (https://docs.sparteo.com/actirise/integration-guidelines), Sparteo’s Privacy Policy (https://legal.sparteo.com/privacy-policy), Sparteo’s Personal Data Processing Agreement (https://legal.sparteo.com/actirise/personal-data-processing-policy) and Sparteo’s Content Creator Guidelines (https://legal.sparteo.com/actirise/content-creator-guidelines), which the Partner confirms having read and accepted simultaneously.

The Partner must provide documentation verifying its fiscal and social status and compliance with its inherent obligations. The Partner warrants to Actirise 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 in these General Terms.

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.

“Actirise Data” : Refers to all data generated, collected, or made available by Actirise through the Integration Modules, including statistical and analytical information derived from interactions between Ad Placements, Advertisements, and the Partner’s Properties.

“Actirise Platform” : Refers to the online interface provided by Actirise, allowing the Partner to access its Account and use the tools and services offered by Actirise.

“Actirise WordPress Plugin” : Refers to a WordPress Plugin developed by Actirise in compliance with WordPress standards, enabling the integration and optimization of Advertising Revenues on the Partner’s Properties.

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

“Ad Impression” : Refers to the successful display of an Advertisement on a Partner’s Property, as measured by its rendering in the Ad Placement and visibility to the Public.

“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 Actirise for Advertisements displayed on the Partner’s Properties, minus applicable taxes and all technical fees.

“Advertiser” : Refers to, without limitation, any entity or platform, including DSPs (Demand-Side Platforms), SSPs (Supply-Side Platforms), agencies, and advertising marketplaces, purchasing advertising space on the Partner’s Properties.

“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.

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

“Integration Module” : Refers to a set of technical solutions provided by Actirise, including the WordPress Plugin and SDK, enabling the integration, dissemination, and Performance analysis of Advertisements on the Partner’s Properties.

“Intellectual Property” : Refers to all patents, trademarks, service marks, designs, logos, copyrights, database rights, inventions, company names, and all other similar Intellectual Property rights, 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.

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

“Partner’s 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, 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 the key performance indicators (KPIs) that evaluate the effectiveness of monetization, audience engagement, and content strategies implemented on the Partner’s Properties.

“Prebid” : Refers to an open-source real-time auction framework that provides a standardized infrastructure for integrating multiple competing advertising buyers.

“Prebid Adapter” : Refers to a technical module developed by third parties in compliance with Prebid standards. The list of Prebid-compatible bidders is available at the following address: https://docs.prebid.org/dev-docs/bidders.html.

“Programmatic” : Refers to the automated method of selling Advertisements, relying on technological platforms such as DSPs, SSPs, 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 Actirise’s prior approval.

Article 2: Purpose

The service provided by Actirise consists of exclusively managing the Ad Placements on the Partner’s Properties, which have been reported during the creation of the Account or subsequently.

Actirise offers Integration Modules to enable the integration and dissemination of Advertisements on the Partner’s Properties, connecting the Ad Placements with Advertisers through programmatic.

Sparteo adheres on behalf of Actirise 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 are 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 Actirise 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

Upon acceptance of these General Terms by the Partner, Actirise will provide an Account granting the Partner access to its Advertising Revenues and audience statistics for the Partner’s 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 Actirise 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 Actirise be held liable for any illegal or fraudulent use of the Partner’s login credentials or any tools made available to the Partner.

Article 4: Terms of Execution

4.1 License

Actirise grants the Partner a non-exclusive and non-transferable right to integrate its technology via its Integration Modules, designed for the dissemination of Advertisements, enabling the optimization of Ad Placement monetization on the Partner’s Properties within the Territory.

4.2 Integration process

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

Actirise 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.

In cases where the Partner’s Properties or services require specific adaptations for proper integration, such adaptations may be subject to an addendum to this agreement, detailing any additional costs.

4.3 Advertisements

4.3.1 Nature and dissemination of Advertisements

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

The Partner agrees not to obstruct or impair the display of Advertisements on its Partner’s Properties. Unless explicitly agreed otherwise, the Partner is prohibited from directly or indirectly commercializing Ad Placements on the Partner’s Properties that are managed by Actirise or benefit from its services under these General Terms.

4.3.2 Exclusivity

Unless otherwise specified (e.g., Section 4.6 Management of Third-Party Advertising Tags), the Partner grants Actirise exclusive rights to manage and disseminate Advertisements on its Partner’s Properties.

4.3.3 Management of advertising

The Partner acknowledges that Actirise retains sole discretion to:

(i) establish the terms of agreements with Advertisers,

(ii) determine the pricing for the commercialization of Advertisements, and

(iii) define the methods of Advertisement dissemination.

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.

The Partner must include the ads.txt lines provided by Actirise without modification. The Partner is not authorized to add, remove, or modify any line in the ads.txt file provided by Actirise without prior express authorization.

To request an exception to modify the ads.txt lines provided by Actirise, the Partner must send an email to Actirise specifying the desired changes and their duration. Actirise will inform the Partner of its decision as promptly as possible and is under no obligation to accept the modification.

4.5 Installation of Integration Modules

To activate the service, the Partner must collaborate with Actirise on a review process to ensure the proper implementation of the service on the Partner’s Properties declared in their Account or requested for activation via email.

4.5.1 Prerequisites

The service requires the implementation of the Integration Modules on all pages of the Partner’s Properties. This implementation must follow the technical integration process described in the Actirise’s Integration Guidelines. Strict adherence to these requirements is essential for the proper functioning of the service.

4.5.2 Review process

Actirise will conduct a review process to verify the functionality of the Integration Modules and the correct display of Advertisements. This includes testing compatibility with supported browsers and devices, which are listed in Actirise’s Integration Guidelines.

The review will also account for user behaviors such as resizing browser windows, scrolling, or other interactions that may affect the visibility or appearance of Advertisements.

If the technical configuration of the Partner’s Properties conflicts with these requirements, Actirise will provide a detailed report on the necessary adjustments, which the Partner must implement at their expense.

4.5.3 Go-Live process

Upon completing the review, Actirise will generate preview versions of the ad integration for each page type on the Partner’s website.

The Partner must review and validate each preview before the final go-live. If any corrections are required, they will be implemented, and updated previews will be provided for review until final approval.

The Partner has five (5) business days from the moment the previews are made available to provide feedback or request modifications. If no response is received within this period, the previews will be considered accepted.

4.5.4 Costs and future modifications

The cost of the initial integration, which typically represents an average of two (2) working days for Actirise’s technical teams, will be covered by Actirise as a commercial gesture for new Partners. Each calendar year, the Partner may request one free adaptation of the integration to accommodate updates to their Partner’s Properties, including a review process. Any subsequent modification requested by the Partner, or required as a result of changes made to the Partner’s Properties, shall incur a fee of two thousand euros (€2,000) per request.

4.6 Management of Third-Party Advertising Tags

These options complement the usual terms of service and billing procedures, allowing the Partner to display Advertisements sold by its own sales team within the Ad Placements.

To ensure the proper functioning of the service, the integration and tools used for managing third-party advertising tags must be pre-approved by Actirise.

By way of exception to the exclusivities stipulated in Section 4.3.2, the third-party advertising tag management service allows the Partner to completely disable the display of Advertisements within the Ad Placements on certain pages of their Partner’s Properties, such as areas reserved for paid subscribers. However, this feature must not be used to replace Actirise with a third-party solution.

4.6.1 Service options

The Partner may choose between three complementary distribution options:

• “No Ad”: The Partner may disable the display of Advertisements if they do not wish to enable advertising monetization on specific pages or for specific users.

• “Tag Direct Sold”: The Partner wishes to display Advertisements sold by its own sales team through its own ad-serving technology or an external ad-serving platform. A fee of 0.0003 euros per impression shall apply.

• “External RTB Integration”: The Partner may connect external demand sources through Prebid Adapters, provided they are officially validated by Prebid. A fee equal to 15% of the value of each impression shall apply.

All options are subject to technical validation by Actirise to ensure full compatibility with the Integration Modules. Actirise retains full discretion to approve, reject, or suspend any implementation that fails to meet its technical, operational, or security requirements. In case of incompatibility, Actirise shall not be required to provide support, compensation, or an alternative solution.

4.6.2 Implementation of the service

The Partner may activate the desired option on the relevant Ad Placements within the configuration of their Integration Modules, in accordance with Actirise’s Integration Guidelines.

4.6.3 Maintenance of the Third-Party Advertising Tag management service

Activating the Tag Direct Sold option prevents Actirise from providing assistance or maintenance for the proper functioning of the Integration Modules. Actirise cannot guarantee the functionality of the service when a third party is delivering Advertisements over which Actirise has no control. Before requesting assistance, the Partner must deactivate the Tag Direct Sold option and confirm whether the issue persists.

4.6.4 Validation of Third-Party integrations

Actirise retains the exclusive right to approve, reject, or suspend any third-party integration that does not meet its technical, operational, or security requirements.

In the event of incompatibility, Actirise has no obligation to provide support, compensation, or an alternative solution.

Article 5: Financial terms

5.1. Partner Compensation

When monetization is managed by Actirise, the Advertising Revenues generated from the Ad Placements are distributed as follows:

The Partner receives a percentage of the Advertising Revenues, as specified in the Insertion Order.
Actirise retains the remaining percentage as a commercial commission.

The Partner acknowledges and accepts that Actirise does not guarantee any minimum volume of Advertisements nor any minimum amount of Compensation. The Partner also understands that the monetization of Ad Placements depends on market conditions, demand from Advertisers, and transactions conducted through Programmatic.

5.2. Monitoring Compensation by the Partner

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

Actirise is dependent on receiving final periodic statements from Advertisers through whom the Ad Placements were commercialized, as well as their effective payment. Within 30 days following the end of each calendar month, the Partner will be able to access the final statement of its Compensation for the concerned month.

This final statement will be deemed approved and definitively accepted by the Partner unless a dispute is submitted in writing to Actirise within 15 days from its publication.

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

Actirise 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.

5.3. Self-Invoicing

By default, the Partner benefits from a self-invoicing system implemented by Actirise. 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, Actirise will issue an invoice on behalf of the Partner upon the publication of the final statement of Compensation.

5.3.1. Partner-Initiated invoicing

Subject to a specific agreement that Actirise 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 only after the final statement of its Compensation has been deemed approved and definitively accepted, as detailed in Section 5.2.

5.3.2. 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 100 euros, regardless of the preferred payment currency.

5.4. Specific invoicing related to Third-Party Advertising Tag options

By default, monetization is managed by Actirise, as outlined in Section 5.1.

When the Partner opts to deviate from this default monetization structure by using the Third-Party Advertising Tag Management Options described in Section 4.6, specific fees apply, as specified as described under section 4.6.1 hereinabove.

5.4.1 Deduction and invoicing

At the end of each calendar month, the difference between the Partner’s Compensation and the total cost incurred by these options will be calculated.

If the difference is positive: The amount will be directly deducted from the standard invoicing process outlined in Section 5.3.
If the difference is negative: Actirise will issue an invoice corresponding to the difference.

5.5. Payment

Payments will be made according to the conditions specified in the Insertion Order (« IO »), after invoice issuance by Actirise on behalf of the Partner or by the Partner, in accordance with Section 5.3.1.

Payments will be made via bank transfer to the Account specified in the 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. Actirise may, at its discretion or at the request of its banking Partner, require any information or proof required by applicable laws, whether at Actirise’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 5.2 after invoices have been issued, Actirise may offset these amounts against future payments or request reimbursement from the Partner if necessary.

5.7. Effectiveness of the contract

Payments under Section 5.5 can only be made within the framework of an active contractual relationship under these General Terms.

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 comes into effect on the date specified in the Insertion Order (« IO »), upon its signature and subject to Actirise’s acceptance following the legal and technical validation of the Partner’s Properties.

The initial duration of the agreement is specified in the IO and will automatically renew for successive periods of the same duration unless terminated by either Party in accordance with the provisions of Section 6.2.

The Partner will be informed of the activation of the service via an email notification sent to the contact email address associated with the Account.

Actirise retains a timestamped record of the Partner’s electronic acceptance of these General Terms for a period of five (5) years from the termination of the agreement.

As Actirise acts as an intermediary between Advertisers and the Partner, only campaigns that align with the remaining contract duration may be allocated from the start of the notice period.

6.2. Termination and renewal

6.2.1. Trial period termination

If the IO specifies a trial period, the Partner may unilaterally terminate the agreement at any time during this period. Such termination must be explicitly expressed by the Partner and acknowledged by Actirise. If no termination occurs before the end of the trial period, the agreement will become irrevocably binding for the duration specified in the IO.

6.2.2. Renewal and termination at anniversary date

Unless otherwise specified in the IO, the agreement will automatically renew for successive periods of the same duration. Each Party may terminate the agreement at the contract’s renewal date by providing a written notice within the Termination Notice Period defined in the IO.

Such termination must be communicated via registered letter with acknowledgment of receipt or any other equivalent means of transmission ensuring receipt by the other Party.

6.2.3. Minimum activity and Account suspension

Maintaining Partner Accounts incurs a fixed operational cost for Actirise. If a Partner’s Compensation remains below one hundred euros (€100) for a consecutive one-month period due to the Partner’s inactivity, Actirise reserves the right to apply a ten euros (€10) monthly management fee.

In the event that the Partner terminates the agreement due to cessation of activity, the account suspension process will incur a two thousand euros (€2000) technical suspension fee. This fee may be deducted from the Partner’s final invoice.

6.3. Modification of the General Terms

The Partner will be notified of any modifications to these General Terms via email or any other means of communication used by Actirise.

If a modification materially alters the Partner’s rights under the service and is not merely an improvement (such as the addition of new features, reorganization of existing features, or modifications to the presentation of the service), the Partner may reject the modification and terminate the agreement by sending a registered letter with acknowledgment of receipt within thirty (30) days from the notification of the modification.

Termination under this provision will take effect one (1) month after the notice is sent.

6.4. Termination for breach

In the event of a material breach of these General Terms by the Partner, Actirise may terminate the Partner’s Account without prejudice to any damages it may claim. Termination will take effect one (1) month after a written notice of the breach has been sent to the Partner by any written means, provided that the breach has not been fully remedied within that period.

In cases of severe misconduct, Actirise reserves the right to terminate the agreement immediately.

6.5. Unilateral contract termination

If the Partner, without prior notice and outside of the contractual termination provisions, takes any action that results in blocking or terminating the service, and fails to restore normal service within eight (8) days following a formal notice sent by any written means, the Partner will remain liable for the average monthly Compensation earned during the period of service operation, payable until the normal contract expiration date.

By way of exception to Section 6.4, Actirise may immediately terminate the agreement in such cases.

Additionally, if, after unilaterally terminating the contract, the Partner wishes to resume Actirise’s services or reactivate their account within two (2) years following termination, the Partner acknowledges and agrees that Actirise may charge a two thousand euros (€2000) reactivation fee.

Article 7: Intellectual Property

7.1. Use of names, brands, and logos

All Intellectual Property rights related to the Partner’s name, brand, and logo are and shall remain exclusively owned by the Partner. Unless otherwise stipulated in this Agreement, no clause grants Actirise any Intellectual Property rights over the Partner’s name, brand, or logo.

Similarly, all Intellectual Property rights related to Actirise’s name, brand, and logo remain the exclusive Intellectual Property of Actirise, without any provision granting similar rights to the Partner.

7.2. Authorized use of Partner’s brand and logo

The Partner grants Actirise a non-exclusive right, valid within the Territory and for the duration of the Agreement, to use its name, brand, and logo for promotional purposes. This includes, but is not limited to, their use on the Actirise Platform, in press releases, online newsletters, marketing presentations, and similar materials.

7.3. Ownership of Actirise’s technology and platform

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

Unless otherwise stipulated, no clause in this Agreement grants the Partner any Intellectual Property rights or usage rights over the Actirise Platform, Integration Modules, or databases.

Article 8: Loyalty, Compliance, and Ethical Commitments

8.1. Integration integrity and Partner obligations

As specified in Section 4.5, the Partner shall ensure that all conditions necessary for the optimal functioning of the Actirise Integration Modules on its Partner’s Properties are met.

The Partner guarantees not to compromise the integrity of the Integration Modules, including but not limited to:

Modifying, altering, or interfering with the Integration Modules, including changes to the source code, configurations, or operational settings,
Implementing unauthorized scripts or tools that override or manipulate the functioning of the Integration Modules,
Altering reporting mechanisms or data provided by Actirise,
Obstructing, diverting, or limiting the visibility or effectiveness of Advertisements through any technical means.

8.2. Content compliance requirements

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

Pornographic, pedophilic, indecent, or obscene content,
Content inciting illegal activities such as drug trafficking, counterfeiting, piracy, or fraud,
Defamatory, offensive, or libelous content,
Messages inciting hatred or discrimination,
Violent or shocking content, glorifying or inciting violence,
Unauthorized disclosure of personal or sensitive data,
Infringement of third-party Intellectual Property rights,
Fake news, disinformation, or deceptive content,
Deceptive business practices, false advertising, or misleading offers,
Promotion of illicit products or services, including illegal gambling, weapons, or controlled substances.

The Partner further guarantees compliance with the Sparteo’s Content Creator Guidelines, which the Partner acknowledges having read and accepted simultaneously with these General Terms.

8.3. Prohibited manipulation of advertisements

The Partner shall not engage in any practice that artificially manipulates the visibility, accessibility, or effectiveness of Advertisements, including but not limited to:

Incentivized traffic that does not reflect genuine Public interest,
Techniques generating fraudulent Ad Impressions, such as bot traffic, automated clicks, or traffic redirection schemes,
Any action that artificially inflates Advertising Revenues or distorts Performance metrics.

The Partner must immediately notify Actirise of any complaint, claim, or legal action related to the Advertisements displayed on its Properties

8.4. Ethical and anti-Corruption commitments

Actirise and the Partner commit to the following principles:

Zero tolerance for corruption, money laundering, and fraudulent business practices,
Compliance with international human rights laws and ethical business standards,
Ensuring transparency in business transactions and financial operations.

8.5. Partner’s warranty of rights and ownership

The Partner guarantees that it holds all necessary rights and/or authorizations to ensure the legitimate use and monetization of its Properties under this Agreement, including but not limited to:

Ownership or legally acquired rights over the domain names, trademarks, and logos associated with the Properties;
Full rights to publish, distribute, and monetize the content displayed on the Properties, ensuring that no third party may claim rights that could hinder its commercial exploitation;
All required permissions from individuals or legal entities involved in the creation, production, or publication of content on the Properties, ensuring that no copyright claims, licensing disputes, or third-party rights issues arise;
All necessary contractual rights to grant Actirise the permissions required to operate its services on the Properties, including the integration, display, and monetization of Advertisements.

The Partner further guarantees that no third party has or will assert any rights that could interfere with Actirise’s ability to provide its services under this Agreement.

In the event of a dispute or claim from a third party regarding the rights over the Properties, the Partner shall indemnify and hold Actirise harmless from any consequences arising from such claims, including financial damages, legal costs, and operational disruptions.

8.6. Financial penalties

If the Partner violates any obligation under Article 8, Actirise reserves the right to apply financial penalties, including but not limited to:

Immediate suspension of outstanding Advertising Revenues payments,
Reimbursement of any undue payments made to the Partner,
Compensation for damages directly incurred by Actirise due to compliance violations,
Termination of the Agreement in accordance with Section 6.4 in case of severe violations.

Actirise shall have the right to offset these financial penalties against any amounts owed to the Partner under this Agreement.

8.7. Indemnification

The Partner shall indemnify and hold Actirise harmless from all costs, expenses (including legal fees such as attorney’s fees), losses, damages, and any other liabilities (of any nature) incurred or suffered by Actirise as a result of any claim or legal action brought by a third party due to the Partner’s failure to comply with its obligations, representations, or warranties under this Agreement.

This includes, but is not limited to:

Any claim related to the unauthorized use of third-party intellectual property rights,
Any dispute arising from the Partner’s failure to comply with applicable laws or regulations,
Any financial, reputational, or operational damage caused to Actirise due to the Partner’s non-compliance.

Actirise shall have the right to offset these financial penalties against any amounts owed to the Partner under this Agreement.

Article 9: Non-Compete Obligations

9.1. Restrictions on competing services

The Partner shall not integrate or use any competing service on its Partner’s Properties.

A competing service is defined as any third-party technology, service, or tool that:

Performs monetization functions similar to Actirise, including ad-serving, auction management, or revenue optimization,
Competes with Actirise’s demand sources by selling Ad Placements independently of Actirise’s monetization ecosystem,
Interferes with Actirise’s exclusivity, including unauthorized modifications to the Partner’s ads.txt file.

In the event of a breach of this obligation, Actirise may demand rectification within forty-eight (48) hours of notification. If the breach is not remedied, Actirise reserves the right to:

Suspend any outstanding Advertising Revenues payments,
Assess the financial impact of the breach and apply financial penalties based on the following rule:
For the period during which the Partner violated these obligations, the Partner shall owe Actirise an amount equal to eight (8) times the average Advertising Revenues generated over the four (4) months preceding the detection of the breach.
If the Partner has been under contract for less than four (4) months, the calculation will be based on the average Advertising Revenues earned since the contract’s start date.

Actirise reserves the right to terminate the Agreement with immediate effect in accordance with Section 6.4 if the breach is considered a severe violation of contractual obligations.

9.2. Non-Compete clause after contract termination

Throughout the duration of the Agreement and for three (3) years after its termination, the Partner shall not develop, market, or participate directly or indirectly in the creation or operation of a competing monetization solution.

This restriction applies to:

Any monetization platform, advertising exchange, or demand-side network,
Any reporting or analytics solution comparable to Actirise’s business intelligence tools,
Any software, technology, or tool designed to replace Actirise’s monetization technology,
Any business entity in which the Partner holds shares, voting rights, or a direct operational role that engages in advertising monetization or business intelligence technologies.

The Partner must immediately notify Actirise in writing if they establish any professional relationship (such as employment, consulting, or equity participation) with an entity offering a competing monetization service.

In the event of a breach of this obligation, Actirise reserves the right to seek damages and claim financial compensation.

Article 10: Confidentiality

Each Party guarantees the confidentiality of any information, whether written or oral, that it has become aware of under this Agreement (hereinafter referred to as « Confidential Information »), including but not limited to:

(i). All information or data disclosed by Actirise to the Partner, particularly, but not exclusively, those related to « Actirise Analytics », defined as follows:

Actirise Analytics is a proprietary interface developed by Actirise, providing real-time tracking and analysis of the Service’s performance for the Partner.

This interface is unique and innovative, offering insights into the value of a page or a visit in real-time, a feature that competitors do not offer.

In the digital media ecosystem, apart from subscription revenues (which are generally marginal), a media site’s primary business model relies on advertising monetization.

Actirise Analytics overcomes technological barriers, enabling publishers to analyze the key factors influencing the value of a visit. It provides key performance indicators (KPIs) that allow content margin analysis, helping both editorial and marketing teams make data-driven and coordinated strategic decisions.

The features and design of Actirise Analytics, which required significant research and development investments, constitute a Trade Secret under French Law No. 2018-670 of July 30, 2018, and Directive (EU) 2016/943 of June 8, 2016. Any disclosure could seriously harm Actirise’s business interests.

The appearance and proprietary content of Actirise Analytics have been registered with the French National Institute of Industrial Property (INPI).

(ii). More generally, Actirise’s Confidential Information includes, without limitation, all written or printed documents, samples, trade secrets, know-how, and any documents, information, results, or data of an artistic, technical, scientific, legal, marketing, commercial, or financial nature, including software, databases, studies, drawings, plans, prototypes, models, and all information related to Actirise’s business, strategies, campaigns, budgets, and offers, as long as such information is not publicly disclosed.

(iii). The amount of the advertising revenues of the Partner communicated to Actirise, as well as any data accessible via the Partner’s audience analytics tool (e.g., Google Analytics) to which the Partner has granted read-only access to Actirise.

10.1. Confidentiality obligations of both Parties

Each Party undertakes to:

(i). Use the Confidential Information exclusively for the execution of this Agreement;

(ii). Maintain the confidentiality of the Confidential Information and, in particular, not to use or allow its use for the benefit of third parties, in whole or in part;

(iii). Disclose the Confidential Information only to members of its staff, representatives, or advisors, strictly as necessary for the execution of this Agreement, provided that such persons have agreed in writing to comply with the same confidentiality obligations;

(iv). Take all necessary measures to ensure that its employees and other authorized persons comply with this confidentiality commitment;

(v). Refrain from any communication or transmission, including via the internet, that could harm the Confidential Information or generally affect the interests of the other Party;

(vi). Apply at least the same level of protection to the Confidential Information as it applies to its own confidential information;

(vii). Not file, nor have a third party file, any intellectual property application concerning the Confidential Information;

(viii). In particular, the Partner is strictly prohibited from taking photographs, screenshots, copies, or any other form of recording of Actirise Analytics, and, more broadly, from disclosing any information related to Actirise Analytics to any third party under this Agreement.

10.2. Exceptions to confidentiality rules

The obligations under this Agreement do not apply to Confidential Information that:

(i). Was, is, or becomes publicly available without a breach of this Agreement by the receiving Party;

(ii). Becomes publicly known through any other lawful means, without fault of the receiving Party.

The non-disclosure and non-use obligations also do not apply if a Party is legally compelled to disclose Confidential Information or required to disclose it by court order. However, before proceeding with such disclosure, the concerned Party shall promptly notify the other Party and cooperate to help maintain confidentiality and/or obtain a judicial or administrative decision to limit the extent of the disclosure.

This confidentiality obligation shall continue indefinitely for as long as the relevant Confidential Information remains non-public, unless the disclosing Party expressly waives confidentiality in writing. This Article shall survive the termination or expiration of this Agreement, regardless of the reason.

Article 11: Processing of personal data

The obligations and commitments of the Parties concerning the processing of personal data necessary for the services provided by Actirise are defined in the Sparteo’s Personal Data Processing Policy which the Partner acknowledges having read and accepted simultaneously with these General Terms.

Article 12: General clauses

12.1. 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 Sparteo’s 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 Actirise, personal data processing will be carried out in compliance with Sparteo’s privacy policy.

12.2. 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.

12.3. Transfer of contract and change of control

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

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

Actirise 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.

12.4. 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.

12.5. 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.

12.6. Limitation of liability

12.6.1. Exclusion of liability for indirect damages

The Partner acknowledges that Actirise shall not be held liable for any loss of revenue, loss of profit, or any special, indirect, or consequential damages arising from or related to this Agreement. Under no circumstances shall Actirise’s total liability exceed the total amount of the compensation retained by Actirise, as defined in Article 5.1, over the preceding six (6) months.

12.6.2. Service availability and liability waiver

Actirise’s technology is intended to be available 24/7, except in cases of scheduled or unscheduled interruptions due to maintenance, force majeure events, or technical issues beyond Actirise’s reasonable control. The Partner expressly waives any claim or legal action against Actirise arising from such interruptions.

12.6.3. Time limit for legal action

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.

12.7. 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.