Sparteo until June 15, 2026

Last update: February 25, 2026

GENERAL TERMS AND CONDITIONS

THE AGREEMENT SHALL APPLY TO PARTNER’S ACCESS AND  USE OF THE COMPANY PLATFORM IN ORDER TO MAKE AVAILABLE FOR SALE PARTNER’S DIGITAL ADVERTISING INVENTORY TO ADVERTISERS ENABLING THEM TO DISPLAY ADS ON PARTNER’S PROPERTIES. BY USING THE COMPANY PLATFORM, YOU, ON BEHALF OF THE PARTNER, SHALL BE CONSIDERED AS HAVING FULLY AND EXPRESSLY ACKNOWLEDGE THESE GENERAL TERMS AND CONDITIONS, APPLICABLE SUPPLEMENTAL TERMS AND ANY CONDITIONS, POLICIES AND MORE GENERALLY, ANY NOTIFICATIONS AVAILABLE TO YOU, INCLUDING IN PARTICULAR, BUT NOT LIMITED TO COMPANY’S PRIVACY POLICY (TOGETHER THE “COMPANY POLICIES”). YOU WARRANT THAT YOU HAVE ALL RIGHTS, AUTHORIZATIONS OR POWERS NECESSARY TO AGREE TO THESE TERMS FOR THE LEGAL ENTITY ON BEHALF OF WHICH YOU ARE USING THE COMPANY PLATFORM AND SHALL BE CONSIDERED AS HAVING FULLY AND EXPRESSLY ACCEPTED THESE TERMS AND ANY COMPANY POLICIES ON BEHALF OF SUCH LEGAL ENTITY.

1. Purpose

Subject to the terms and conditions of the Agreement, the Company agrees (i) to manage monetization, on its own behalf, of the Ad Placements on the Partner’s Properties, and (ii) to make available to the Partner the Company Platform (iii) as well as the associated Company Resources.

2. Description of the Services, licences and integration

2.1 Provision of the Services and license

The Company agrees to make the Services available to the Partner in accordance with the Agreement and all laws and regulations applicable to the Company for the provision of such Services.

The Company grants the Partner a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to integrate the Partner’s Properties with the Company Platform and the Integration Modules, and to use the Company Platform and the Company Resources, within the Territory, solely during the Term and for the purpose of partnering with the Company for the sale of the Partner’s Inventory and performing the Partner’s obligations hereunder.

2.2 Account

To initiate its integration with the Company Platform, the Partner must submit a request for the creation of an Account. The Company reserves the right, at its sole discretion, to approve or reject such a request. By submitting its request, the Partner agrees to provide accurate contact information and any other details or supporting documents reasonably requested by the Company. The Partner also undertakes to keep this information accurate and up to date throughout the duration of the Agreement. The Partner acknowledges that the Company may be unable to process payments if any required information is missing, inaccurate, or outdated.

2.3 Authorized User

The Partner may permit Authorized Users to access and use the Services on its Account, provided that the Partner remains fully responsible for any acts, omissions, or breaches of the Agreement by any Authorized User.

2.4 Integration process

The Partner shall inform the Company through the dedicated form available on the Company Platform (or by email if no form is available), of the Properties on which it intends to use the Service. Upon receipt of such notification, the Company will review the request and reserves the right, at its sole discretion, to approve or reject such a request. The same process shall apply to any additional Properties which shall be deemed incorporated into the Agreement without the need for a formal written amendment.

The Partner agrees to comply at all times with the Integration Guidelines and the Documentation, and to cooperate in good faith and without undue delay to implement the Integration Module.

The Partner shall add, without alteration, i) the entries provided by the Company in its Ads.txt File and ii) the corresponding vendors for each line of the Ads.txt file in its Consent Management Platform (CMP). The Partner may include or retain entries for other authorized sellers, provided that such entries do not conflict with or undermine those supplied by the Company. The entries in the Ads.txt file may be subject to updates, and such updates when communicated by the Company must be reflected by the Partner in both the Ads.txt file and the CMP without delay.

If the integration of a Partner’s Property or related services requires specific technical adaptations, such adaptations may be subject to an addendum to the Agreement, which shall detail any additional costs incurred.

In the event that the Partner fails to take the necessary steps and does not cooperate in good faith with the Company on the Integration process, the Company shall be entitled to terminate the Agreement with immediate effect. In such a case, the Company shall transmit a detailed breakdown of the hours spent on the Partner’s integration and will issue an invoice based on the Company’s Pricing Table which shall be immediately due and payable by the Partner.

2.5 Service usage policy

The Partner represents and warrants that it will use the Services, and will ensure that all Authorized Users use the Services, in full compliance with the Agreement, the Documentation, industry standards and all applicable laws and regulations applicable to the Partner and to the Partner’s Materials. The Partner acknowledges that any use of the Services in breach of the Agreement and/or the Documentation may adversely affect the availability, security, or performance of the Services. The Partner shall not obstruct, alter, or otherwise impair the proper display of Advertisements on the Partner’s Properties and engage in any practice intended to fraudulently or artificially manipulate the display, visibility, accessibility, or effectiveness of Advertisements. Prohibited behaviors include, without limitation i) the use of incentivized traffic that does not reflect genuine Public interest such as paid-to-click schemes, reward programs for website visits, social media engagement pods, artificially boosted referral traffic, or any form of compensation offered to users for generating traffic or engagement, ii) the generation of fraudulent Ad Impressions through means such as bots, automated clicks, or traffic redirection mechanisms, and iii) any other action that may artificially inflate Compensation or distort performance metrics. 

2.6 Security

The Company shall implement and maintain appropriate technical and organizational security measures for the Services. The Company shall not reduce the overall level of security when updating such measures. Access to the Services by the Partner requires the use of a login and password and/or an API key. Except as expressly authorized under the Agreement, the Partner shall not share its access credentials (including any API key, login, or password) with third parties. Any action performed using the Partner’s access credentials shall be deemed to have been performed by the Partner. The Partner shall implement and maintain appropriate security measures for all access to and use of the Services by its Authorized Users, and shall refrain from any action that could compromise the integrity or security of the Services. 

3. Partner’s Materials  and personal data

3.1 Partner’s Materials

The Partner represents and warrants that it holds all necessary rights, consents, and authorizations with respect to the Partner’s Materials and the Partner Properties to ensure that its use of the Services for the purposes contemplated under the Agreement is lawful and does not infringe upon the rights of any third party, including, but not limited to, intellectual property rights and privacy rights and that it comply with the Content Creator Guidelines.

3.2 Personal Data 

The obligations and commitments of the Parties concerning the processing of personal data necessary for the performance of the Agreement are defined in the Privacy Policy and Data Processing Agreement which the Partner acknowledges having read and accepted simultaneously with these General Terms and Conditions.

4. Advertisements‍

The Company retains sole discretion to: 

1. establish the terms of agreements with Advertisers, 
2. determine the pricing for the commercialization of Advertisements, and 
3. define the methods of Advertisement dissemination on the Partner’s Properties.

The Programmatic process remains automated, with the acceptance of Advertisement displays being the Partner’s choice and responsibility as the Partner is solely responsible for configuring and maintaining appropriate exclusion settings, including the restriction of specific advertising categories and individual advertisers, to ensure compliance with its own standards, preferences, and applicable regulations. The Company will act diligently if it becomes aware that a non-compliant Advertisement has been disseminated.

5. Financial terms

5.1 Principle of Partner Compensation

The Partner acknowledges and accepts that the Company does not guarantee any minimum volume of Advertisements nor any minimum amount of Compensation. Under Exclusive Monetization, Advertising Revenues are shared between the Parties according to the terms of the Insertion Order. Otherwise, Ad Impression Price is dynamically allocated.

5.2 Compensation monitoring and Final Statement

The Partner may consult an estimate of its Compensation for the current month at any time via the Admin Panel of its Account. The Company relies on the receipt of statements from Advertisers to whom the Ad Placements have been commercialized, as well as the effective collection of related payments. As a result these estimates are provided for informational purposes only and have no contractual or financial value.

Within twenty (20) Business Days following the end of each calendar month, the Company will make available to the Partner the Final Statement for that month in the Admin Panel. This Final Statement constitutes the sole and exclusive basis for determining the amount of Compensation payable to the Partner. It shall supersede all prior estimates or indicative data and shall be deemed irrevocably approved by the Partner unless a written dispute is submitted by registered letter with acknowledgment of receipt within ten (10) calendar days following its publication. 

The Company shall compensate the Partner only on the basis of the approved Final Statement, and only insofar as the corresponding payments have been effectively and definitively received from Advertisers. In the event of any post-payment adjustment, cancellation, or clawback of payments by an Advertiser (including but not limited to Google), the corresponding amount shall be deducted from the Partner’s Compensation — even if such deduction occurs after the issuance of a Final statement or related invoice or payment.

5.3 Self-invoicing

The Company operates a self-invoicing system for the Partner’s benefit for which the Partner must provide the requisite payment information within their Admin Panel and formally agree to the self-invoicing mandate detailed in Schedule 1. Subject to completion of these formalities, the Company will issue invoices on behalf of the Partner upon publication of the Final Statement. Invoices will be generated within fifteen (15) days following the approval of the relevant Final Statement.

By way of exception to the self-invoicing system, the Partner may request to issue its own invoices. Any such request shall be subject to the Company’s prior written approval, which may be granted or withheld at the Company’s sole discretion. In the event such approval is granted, the Partner shall issue invoices including VAT at the applicable rate and in accordance with its own tax regime. Each invoice must be sent to the Company starting from the first (1st) day of the third (3rd) month following the billing period concerned, and no later than thirty (30) calendar days thereafter. After this period, any amount for which the Company has not received a valid invoice shall be deemed forfeited and irrevocably waived by the Partner.

5.4 Payment

Payments shall be made exclusively on the basis of the Compensation resulting from the approved Final Statement, and in accordance with the payment terms specified in the applicable Insertion Order. All payment terms shall be expressed in days calculated from the date of the invoice.

Payment shall be made via bank transfer and to a bank account held on behalf of Partner as  designated by itself in its Admin Panel. The Company reserves the right to withhold or suspend payment in case of incomplete, inaccurate, or unverifiable banking, tax, or legal information, and shall not be held liable for any delay or failure in payment arising from such non-compliance by the Partner.

Should any third-party Advertisers subsequently fail to pay, retract payment (clawback), or dispute charges related to Ad Impressions for which the Company has already paid the Partner, the Company reserves the right to deduct corresponding amounts from future payments due to the Partner or to request reimbursement for such amounts.

Regardless of the invoicing method and/or payment terms, any payment shall be deferred to the following calendar month if the total amount of the Partner’s Compensation does not exceed one hundred (100) in the Contract Currency.

5.5 Taxes

Each Party shall be responsible for paying any taxes, including but not limited to withholding taxes, sales taxes, duties, customs, tariffs, or fees for which it is legally liable. The Partner agrees to cooperate in good faith in responding to reasonable requests from the Company for tax-related forms, documentation, or any other information related to this Agreement, where such cooperation is necessary or appropriate.

6. Term 

6.1 Term and renewal

The Agreement shall take effect on the Insertion Order’s effective date and will remain in force for so long as an Insertion Order remains in force, including any renewals thereof. Unless the Insertion Order states otherwise, each Insertion Order automatically renews at the end of each Term for period of equal length (each, a “Renewal Term”) except if one Party notify the other in writing of its intention not to renew ninety (90) days prior to the end of the then-current Term. For the Partner’s non-renewal notification to be valid, the Partner must effectively withdraw the Company Resources from the Partner Properties within 24 hours of the end of the then-current Term.

6.2 Termination for breach

Either Party may terminate the Agreement upon written notice if the other Party materially breaches the Agreement and such breach (i) has not been cured within thirty (30) days of the breaching Party’s receipt of notice of the breach; or (ii) is incapable of cure.

6.3 Termination for inactivity and Account closure

To ensure efficient operation of its Services, the Company may monitor Accounts for prolonged periods of inactivity. If the Partner’s Account remains inactive for more than a calendar quarter  and the Compensation accrued remains below one hundred (100) in the Contract Currency, the Company reserves the right to initiate a closure procedure for the Account. In such a case, the Partner will be notified in advance and offered the option to resume activity. If the Account is closed, a one-time technical closure fee may be applied, up to the amount of the remaining balance. This fee is intended to cover the operational and technical costs related to the maintenance and termination of the Account.

6.4 Effect of Termination

Upon termination or expiration of the Agreement:

1. The Company will cease to provide its Services and any licences granted by Company shall immediately terminate. Partner shall remove Company Resources from the Partner Properties and shall not be entitled to any Compensation for the period after the effective date of termination,
2. Partner shall no longer have the right to access and use the Services; and
3. Each Party shall return and/or delete all Confidential Information provided by the other Party during the Term of the Agreement within ninety (90) days from the date of termination or expiration of the Agreement. Notwithstanding the foregoing, each Party may retain the other Party’s Confidential Information (and, for the Company, the Partner’s Materials) that has been archived in accordance with such Party’s legal duties and record-keeping and backup procedures, so long as no further use is made of such information and the confidentiality obligations of the Agreement shall continue to apply to any such retained Confidential Information and Partner’s Materials.
4. Sections 5, 6.4, 8, 9, 10, 11, 12, 13 and 14 will survive the expiration or termination of the Agreement.

7. Warranties

7.1 Services warranty

The Company will provide the Services in all material respects in accordance with the Agreement and the Documentation. Should the Company fail to comply with this commitment, Partner may request that the Company correct the affected Service’s deficiency. If the Company is unable to do so, Partner may then request, within three (3) months of Company’s failure to correct the deficiency, as its sole and exclusive remedy, that Partner’s Insertion Order to the deficient Service be terminated.

7.2 Exclusions

Company’s obligations under this section do not apply:

1. if the impacted Service has not been used in accordance with the Agreement and/or the Documentation;
2. if the impacted Service’s non-compliance is caused by Partner, a third party or by any products or services not provided by the Company; 
3. If a cyberattack or data breach occurs, the Company shall in no event be held liable for any losses, damages, costs, or expenses arising therefrom, including, without limitation, loss or corruption of data and any service interruptions; or
4. if the impacted Service is provided free of charge (including beta programs and free trial products).

7.3 DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, ANY ASSOCIATED TOOLS AND ANY ADDITIONAL SERVICES PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS OF ANY KIND—WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE—INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, FREE OF ERRORS OR VULNERABILITIES, OR THAT ALL DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, ROADMAP, OR COMMUNICATION PROVIDED BY THE COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. PARTNER ACKNOWLEDGES AND AGREES THAT THE COMPANY MAKES NO COMMITMENT OR REPRESENTATION REGARDING THE AVAILABILITY OF FUTURE FEATURES OR FUNCTIONALITIES, REGARDLESS OF ANY STATEMENTS IN PROMOTIONAL MATERIALS OR PRODUCT PLANS. THE COMPANY RESERVES THE RIGHT TO MODIFY, SUSPEND, OR DISCONTINUE ANY ASPECT OF THE SERVICES AT ANY TIME WITHOUT LIABILITY TO PARTNER OR ANY THIRD PARTY.

8. Third-party claims

8.1 Claims brought against the Partner

Subject to the provisions of this section, the Company agrees to:

1. defend the Partner against any legal action or claim brought by a third party alleging that the Partner’s use of the Company Platform in accordance with the Agreement infringes such third party’s patent, trademark, or copyright rights; and
2. indemnify the Partner against all damages finally awarded against the Partner (or the amount of any settlement entered into by the Company) in connection with such legal actions or claims.

If the Company Platform is, or in the Company’s reasonable opinion is likely to become, the subject of such a legal action or claim, the Company may, at its discretion and expense:
    a) obtain the necessary rights to allow the Partner to continue using the Company Platform;
    b) modify the Company Platform so that it becomes non-infringing while remaining substantially functionally equivalent; or
    c) if the Company determines that options (a) and (b) are not commercially practicable, suspend Partner’s access to the Company Platform upon written notice.

The Company’s obligations under this section shall not apply where:
     a) the claim arises from the combination, operation, or use of the Company Platform with products, services, or materials not provided by the Company;
    b) the Company Platform was not used in accordance with the Agreement or the Documentation; or
    c) the Company Platform was provided free of charge (including, but not limited to, beta programs and free trials).

The provisions of this section constitute the sole, exclusive, and entire liability of the Company, its affiliates, licensors, and subcontractors to the Partner, and the Partner’s sole remedy, with respect to cover third-party claims alleging infringement or misappropriation of intellectual property rights.

8.2 Claims brought against the Company

The Partner shall:

1. defend the Company, its Affiliates, officers, employees, agents, and subcontractors against any legal action or claim brought by a third party in connection with the Partner’s Materials or the obligations of the Partner under the Agreement; and
2. indemnify and hold harmless the Company, its Affiliates, officers, employees, agents, and subcontractors from and against any and all liabilities, losses, damages, and costs (including reasonable attorneys’ fees) incurred or awarded in connection with such legal actions or claims.

8.3 Applicable procedure

The Party against whom a third-party claim is brought (the “Indemnified Party”) will:

1. promptly notify the other Party (the “Indemnifying Party”) in writing of the claim; and
2. reasonably cooperate and provide the Indemnifying Party with all information and assistance reasonably necessary for the defense.

The Indemnified Party may participate in the defense, at its own expense. The Indemnifying Party will have sole control over the defense and potential settlement of the claim, provided that any such settlement will not include a financial or specific performance obligation on, or constitute an admission of liability by, the Indemnified Party.

9. Limitation of liability

9.1 Limitation of liability

To the maximum extent permitted by applicable law, the total liability of the Company (including its Affiliates, officers, employees, agents, and subcontractors), for any and all causes of action arising out of or relating to the Agreement, shall be limited to the amount effectively retained by the Company from the Agreement, after deducting the amounts owed, payable or paid to the Partner and all applicable taxes during the six (6) months preceding the first event from which the liability arose.

9.2 Excluded damages

To the maximum extent permitted by applicable law, in no event shall the Company (including its Affiliates, officers, employees, agents, and subcontractors) be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for  (i) any special, incidental, exemplary, punitive, consequential, or indirect damages, (ii) loss of profits, (iii) loss of use or corruption of software, data, or information, (iv) loss of data,  (v) loss of sales or business, (vi) loss of or damage to goodwill or reputation.

9.3 Exclusions

Nothing in the Agreement shall exclude or limit Company’s liability in connection with gross negligence or willful misconduct or any breaches for which liability cannot be excluded or limited under applicable law.

9.4 Liability and Third Parties

The Company’s obligations under the Agreement are made solely in favor of the Partner. The Company makes no commitments or warranties of any kind to any third party. Any access to or use of the Services by a third party shall be the sole and exclusive responsibility of the Partner.

10. Intellectual property rights – restrictions

10.1 Intellectual Property in the Services

All intellectual property rights in the Services (including their underlying software), the Company Resources, and the Documentation, as well as all improvements, modifications, adaptations, corrections, enhancements, and/or derivations of all or any part thereof — including any resulting from the use or operation of the Services under the Agreement — are and shall remain the exclusive property of the Company and/or its licensors.

10.2 Restrictions

Except to the extent expressly permitted by the Agreement or where such restrictions are prohibited under applicable law, the Partner shall not, and shall not permit or encourage any third party to, directly or indirectly:

1. use the Services, Company Resources, or the Documentation to design, develop, distribute, or market services that are similar to, equivalent to, or substitutes for the Services;
2. adapt, modify, transform, or alter the Services, Company Resources, or the Documentation in any way, including for the purpose of correcting malfunctions;
3. decompile, reverse engineer, or disassemble all or any part of the Services;
4. remove any copyright or other proprietary notices displayed on the Services or Documentation, transcribe or translate the Services, Company Resources, or the Documentation into other languages;
5. bypass or tamper with security measures such as access codes or login credentials; and/or
6. sell, transfer, rent, or otherwise provide access to all or part of the Services, Company Resources, or the Documentation — or any rights to use them — whether for consideration or free of charge, by any means or through any derivative work, except as expressly permitted in the Agreement.

In consideration of the proprietary technologies, business methodologies, and know-how to which the Partner may have access during the performance of this Agreement, the Partner agrees to refrain, for the entire duration of the Agreement and for a period of thirty six (36) months following its termination, from developing, marketing, or participating, directly or indirectly, in the design or commercialization of any service or technology that competes materially with the Company’s core offering, within the Territory and in relation to similar clients or use cases. This non-compete obligation is strictly limited to the scope necessary to protect the Company’s legitimate interests, including its confidential know-how, its proprietary technologies, and the investments made in its relationship with the Partner. It shall not prevent the Partner from carrying out general business activities that are not based on or derived from Company’s Confidential Information or business model.

10.3 Feedback

If the Partner provides any opinions, suggestions, or recommendations to the Company concerning the Services or their features and performance (including identifying potential errors or proposing improvements), the Partner hereby assigns to the Company all right, title, and interest in and to such Feedback. The Company shall be free to use and incorporate the Feedback at its sole discretion, without restriction and without any obligation to compensate the Partner.

11. Confidentiality

The Party receiving Confidential Information agrees that, for the Term of the Agreement and five (5) years after its termination or expiration for any cause whatsoever, the Confidential Information provided by the disclosing Party shall:

1. be protected and kept strictly confidential and be handled by the receiving Party with the same degree of care it uses to protect its own Confidential Information, but no less than with a reasonable degree of care;
2. be disclosed only to the receiving Party’s employees, agents, and subcontractors who need to access it and shall only be used by them to perform the Agreement;
3. not be used in whole or in part by the receiving Party for any purpose other than performing its contractual obligations hereunder. In particular, Confidential Information shall not be sold, transferred, rented, or commercially exploited; and
4. not be copied, reproduced, or duplicated, in whole or in part, except (i) as needed for the receiving Party’s performance of its contractual obligations herein; and/or (ii) if expressly approved in writing by the disclosing Party.

The receiving Party shall ensure that its employees, agents, and subcontractors to whom the disclosing Party’s Confidential Information is disclosed are bound in writing by confidentiality obligations no less restrictive than those set forth herein.

Each Party shall ensure that its employees, agents, and subcontractors comply with the obligations set out in this section and shall be liable for any disclosure made in breach hereof by them. If Confidential Information is disclosed in breach of this section, the Party who has knowledge of it must immediately notify the other Party in writing.

The confidentiality obligations stipulated in this section shall not apply to Confidential Information that:

     a) is or becomes publicly disclosed through no fault or breach of confidentiality provisions protecting the Confidential Information;

     b) was already known by the receiving Party prior to its disclosure, which can be demonstrated by the existence of documents pre-existing the disclosure;

     c) was lawfully received from a third party without restrictions and not in breach of confidentiality provisions protecting the Confidential Information;

     d) was independently developed by the receiving Party without using and/or relying on any of the disclosing Party’s Confidential Information, which can be demonstrated by the existence of written records; and/or

     e) whose use or disclosure has been authorized in writing by the disclosing Party.

In addition, on a strictly confidential basis, each Party may disclose the Confidential Information of the other Party:

     a) For the Company: to Sparteo SAS (parent company of the Company) and its Affiliates ; and

     b) For each Party: (I) to its advisers, investors, insurance broker and insurers, statutory auditors, and tax and social security agencies in the event of an audit; (II) when ordered to do so by a court of law; or (III) when such disclosure is necessary to enforce or prove the existence of rights under the Agreement. In the case of Sections 11(B)(I) and (II), the receiving Party will provide reasonable advance notice to the disclosing Party and provide reasonable assistance to limit the scope of disclosure, unless prohibited by applicable laws or regulations.

12. Aggregated data

The Company may use anonymized and aggregated data and information derived from Partner’s and its Authorized Users’ use of the Services to (i) improve its products and services (including product features and functionalities, workflows, and user interfaces) and develop new products and services, including or not artificial intelligence; (ii) maximize resource and support allocation; (iii) develop learning algorithms; and (iv) identify industry trends and developments, indexing, and anonymous benchmarking.

13. General provisions

13.1 Relationship of the Parties

Each Party shall be deemed an independent contractor. Nothing in the Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Each Party shall retain its status as an employer with respect to its own personnel.

13.2 No Third-Party beneficiaries

The Agreement is entered into solely for the benefit of the Parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to, or shall, confer upon any third party any legal or equitable right, benefit, or remedy of any nature under or by reason of the Agreement.

13.3 Non-Solicitation of personnel

Unless the Company has provided prior written consent, the Partner shall refrain from directly or indirectly soliciting, inducing, or attempting to induce any employee of the Company to terminate or breach their employment agreement. This non-solicitation obligation shall remain in effect throughout the Term of the Agreement and for a period of twelve (12) months following its expiration or termination, regardless of the reason. In the event of a breach, the Partner shall compensate the Company with a sum equal to two (2) times the gross annual salary of the employee hired within the twelve (12) months preceding their departure.

13.4 Subcontracting

The Company may subcontract all or part of its obligations under the Agreement to any subcontractor (e.g., cloud hosting providers), provided that the Company remains responsible to the Partner for any breach of the Agreement caused by its subcontractors.

13.5 Assignment

Neither Party may assign the Agreement, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, the Company may assign the Agreement without the Partner’s consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Under no circumstances may the Partner assign the Agreement to a competitor of the Company.

13.6 Entire Agreement

This Agreement constitutes the full and exclusive understanding between the Parties with respect to its subject matter and supersedes and replaces all prior declarations, negotiations, undertakings, verbal or written communications, acceptances, agreements, and understandings related to the same subject matter, including any confidentiality agreements signed between the Parties prior to this Agreement.

The Company reserves the right to modify these General Terms and Conditions and its exhibits at any time. Any modification shall be communicated to the Partner electronically and shall take effect 30 days after notification, unless the Partner objects in writing within this period. If a modification materially alters the Partner’s rights and is not merely an improvement (such as the addition of new features, reorganization of existing features, or modifications to the presentation of the Services), the Partner may terminate the Agreement under the conditions set forth in Article 6. Continued use of the Services after the notification period constitutes acceptance of the modifications, and the updated General Terms and Conditions shall apply. Any other amendment, waiver, or modification of this Agreement must be made in writing and signed by duly authorized representatives of both Parties.

No other general or specific terms and conditions issued by either Party shall apply to or modify this Agreement, including those contained in purchase orders, invoices, or any other documentation submitted by or on behalf of the Partner, unless expressly agreed to in writing by both Parties.

13.7 Notifications

Business-related communications may be sent by email. Legal notices must be made in writing and delivered by hand or sent by registered letter with acknowledgment of receipt to the address specified in the Agreement, or to any address communicated by a Party for such purpose. A notice sent by registered letter with acknowledgment of receipt shall be deemed received on the delivery date. The Company may send technical or operational notices regarding the Services electronically.

13.8 Force Majeure

Neither Party shall be liable for delays or failure to perform its obligations under the Agreement (excluding payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, war, natural disasters, epidemics or pandemics, governmental actions, labor disputes, utility failures, third-party system failures, or any similar event of force majeure.

13.9 Non-waiver

Failure or delay by either Party to enforce any right or provision of the Agreement shall not constitute a waiver of that right or provision, nor shall it release the other Party from its obligations.

13.10 Severability

If any provision of the Agreement is held to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect. The Parties shall cooperate to replace any invalid or unenforceable provision with a valid provision that best reflects the original intent of the Parties.

13.11 Marketing

The Partner hereby authorizes the Company to use its name, logo, and general branding elements, as well as anonymized or aggregated data related to the performance of the Services, for marketing and promotional purposes. This may include, but is not limited to, commercial presentations, case studies, websites, social media, press releases, testimonials and client references. The Company undertakes to use such elements in a manner that respects the Partner’s brand guidelines, if provided, and shall not present any confidential or sensitive information without the Partner’s prior written consent. The Partner may request the removal or modification of any public reference or marketing content that it reasonably considers to be misleading, inaccurate, or detrimental to its image or reputation. This authorization is granted for the entire duration of the Agreement and for a period of one (1) year following its expiration or termination.

13.12 Signature method

The Parties agree that this Agreement may be executed electronically, including by scanned signatures, facsimile, or via electronic signature, and that such electronic signatures shall be deemed originals and fully binding upon the Parties.

The Parties further agree that, where applicable, the Agreement may also be accepted through a clickwrap mechanism (i.e., by clicking a button or checking a box indicating acceptance of the Agreement on a digital interface), and such acceptance shall constitute a valid and enforceable agreement, having the same legal effect as a handwritten signature.

13.13 Limitation of time to file claims

Any legal action must be initiated by the Partner within one (1) year from the date the cause of action arose, unless a longer period is required by applicable law. The Partner expressly waives any longer statutory limitation period to the extent permitted by law.

13.14 Governing Law and Jurisdiction

THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF FRANCE. IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE AMICABLY, THE INTERNATIONAL CHAMBER OF THE COMMERCIAL COURT OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION, NOTWITHSTANDING MULTIPLE DEFENDANTS, THIRD-PARTY CLAIMS, OR SUMMARY PROCEEDINGS.

14. Definition

The terms defined in this section apply to capitalized words in the Agreement.

Account

means the set of rights granted to the Partner for the use of the Service, details of which are available in the Admin Panel.

Ad Impression

means the successful display of an Advertisement on a Partner’s Property, as measured by its rendering in the Ad Placement and visibility to the Audience 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 Impression Price‍

means the final net price to be paid by the Company to the Partner for a particular Ad Impression.

Ad Placement

means a space reserved for displaying an Advertisement on a Partner’s Property.

Admin Panel

means the area where the Partner accesses its dashboard and settings to manage its Account and, when applicable, the Partner’s Materials. It is accessible using the Partner’s login credentials.

Ads.txt File

refers to a publicly accessible text file hosted on Company’ servers on behalf of the Partner or at the root domain of a Property, in accordance with the specifications established by the IAB Tech Lab’s Authorized Digital Sellers initiative. The purpose of the Ads.txt File is to declare and authorize third-party entities (including ad exchanges, supply-side platforms, and other intermediaries) that are permitted to sell or resell the website owner’s digital advertising inventory. This file must contain accurate and up-to-date information regarding each authorized seller.

Advertisement

means 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, or any emerging advertising format, in line with technological, regulatory, and market standard evolutions.

Advertiser

means, 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.

Advertising Revenues

means the net advertising revenues generated by the Company for Advertisements displayed on the Partner’s Properties, minus all applicable taxes and technical fees.

Affiliate

means any legal entity in which Partner or Sparteo SAS (Company’s parent company)  directly  or  indirectly,  holds  more  than  fifty  percent  (50%)  of the shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.

Agreement

means, in order of precedence: (i) the applicable Insertion Order accepted by the Partner, (ii) the applicable Supplemental Terms, (iii) these General Terms and Conditions (GTC) and (iv)  any exhibits or documents referenced herein or incorporated by URL.

Audience

refers to any individual accessing and viewing a Partner’s Property.

Authorized User

means   any   legal   or   natural   person,   including   but   not limited to Partner’s employees, vendors and contractors, to   whom Partner grants authorization to use the Services and the Partner’s Account.

Business Day

means Monday through Friday (excluding standard French holidays)

Company

means the legal entity of the Sparteo Group identified in the applicable Insertion Order

Company Data

means all data generated, collected, or made available by the Company through the Integration Modules, including statistical and analytical information derived from interactions between Ad Placements, Advertisements, and the Partner’s Properties.

Company Platform

means the online interface provided by the Company, allowing the Partner to access its Account and use the tools and services offered by the Company.

Company Resources

means any materials provided by the Company in connection with the performance of the Agreement.

Compensation

means to the Compensation outlined in Article 5 of these General Terms and Conditions.

Confidential Information

means  any  information  from  a  disclosing  Party  communicated  to, entrusted to, or obtained by the receiving Party, in any form whatsoever, verbally  or  in  writing,  including  but  not  limited  to  (i)  any  technical, operational,  or  commercial  information  relating  to  the  Services, including   Company   Resources   and   the   Documentation;   (ii)   solutions, products,   technologies,   software,   know-how,   tangible   or   intangible research   results,   information   about   customers   and/or   prospects, business strategies; (iii) any information identified as “confidential”; and (iv) any information that is confidential in nature or the receiving Party knows, or ought reasonably to know, is confidential.

Content Creator Guidelines

means the content creator guidelines available at https://legal.sparteo.com/actirise/content-creator-guidelines 

Contract Currency

means either USD or EUR as specified in the applicable Insertion Order.

Data Processing Agreement

means the data processing policy available at: https://legal.sparteo.com/actirise/personal-data-processing-policy

Documentation

means the latest updated version of the Company’s online documentation for the Services, including but not limited to Integration Guidelines and Content Creator Guidelines covering their technical, functional, and operational aspects. The Documentation is accessible via the Services.

Exclusive Monetization

when the Company has exclusive rights to monetize the Inventory solely through its Seats.

Feedback

means any opinions, suggestions, or recommendations submitted by the Partner regarding the Services, their performance, or potential improvements.

Final Statement

means the monthly report issued by the Company that confirms the final amount of Compensation due to the Partner for a given month. It is based on data collected by the Company and on payments actually received from Advertisers.

Initial Term

means the initial contractual period beginning on the Service Start Date and continuing for the duration specified in the Insertion Order or Agreement.

Insertion Order 

means the contractual document accepted by the Partner, which specifies the particular terms of the relationship between the Company and the Partner. 

Integration Guidelines

means the integration guidelines available at https://docs.actirise.com/.

Integration Module

means a set of technical solutions provided by the Company, including the WordPress Plugin and SDK, enabling the integration, dissemination, and Performance analysis of Advertisements on the Partner’s Properties.

Intellectual Property

means all patents, trademarks, designs, logos, copyrights, database rights, inventions, company names, domain 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

means the potential number of Advertisements displayable within the Ad Placements for a given period to Audience.

Partner

means any legal entity or person that has contracted with the Company for the management and monetization of its Properties as identified in an Insertion Order.

Partner’s Materials

means all content, elements, data and metadata available on the Partner Properties, including but not limited to: text, articles, images, videos, audio content, logos, graphic elements, published on the Partner’s Properties and Partner’s Properties, name, brand, domain name and logo.

Partner’s Properties

means all Properties legally operated or managed by the Partner. To be covered under this Agreement, these Properties must be listed in the Insertion Order and reported in the Partner’s Account.

Party/Parties

means Partner and Company, either collectively or individually.

Performance

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

Prebid

means an open-source technology based on real-time bidding (Open RTB)  framework that provides a standardized infrastructure for integrating multiple competing Advertisers through Prebid Adapters.

Prebid Adapter

means 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.

Privacy Policy

means the privacy policy available at https://corporate.sparteo.com/privacy-policy

Programmatic

means 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.

Property

means a digital space including, but not limited to, websites, AMP sites, mobile applications, TV applications, CTV, dedicated social media accounts (e.g., Facebook or Twitter), email distribution lists, and any other current or future digital communication methods, including chatbots.

Public

means 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.

Renewal Term

means each successive period following the Initial Term for the duration specified in the Insertion Order.

SDK

means a code snippet provided to Partners, enabling Advertisement integration and the analysis of Ad Placement Performance on their Properties.

Seat

means an account or agreement with an Advertiser.

Services

means the services listed  in Article 1.

Supplemental Terms

refers to the additional terms and conditions applicable to a particular product, service, or feature provided by the Company. These terms supplement the General Term and Conditions.

Term

means  the  Initial  Term  or  any  then-current  subsequent  Renewal  Term, as mentioned in an Insertion Order.

Territory

means the entire world, except in cases where specific territories are excluded by the Parties and any country or region subject to restriction by the USA, UK or EU.