Terms and conditions
of sale.

—Preamble

TARG’ETHNIC, a limited liability company (Société à Responsabilité Limitée) registered with the Bobigny Trade and Companies Register under number 817 617 095, whose registered office is at 1, Centre Commercial La Tour, 93120 LA COURNEUVE, duly represented by its legal representative, Mr Maxime EL TURK.

The purpose of these general terms and conditions of sale is to define the rights and obligations of TARG’ETHNIC and its Clients.

Only the special conditions set out, where applicable, on the front of the document, these general terms and conditions of sale and the French Commercial Code govern the conditions of sale of the services provided by TARG’ETHNIC.

Accordingly, these general terms and conditions of sale shall prevail over any contrary clauses and conditions that may appear in the general terms and conditions of purchase or any other document issued by the Client or a third party.

Any contrary conditions laid down by the Client shall therefore, unless expressly accepted, be unenforceable against TARG’ETHNIC, regardless of when they may have been brought to its attention.

Art. IParties to the contract

The term Client refers to any legal or natural person who has called upon the services of TARG’ETHNIC.

TARG’ETHNIC may advise the Client on all aspects of its communication and advertising policy. Several types of assignment may be entrusted to TARG’ETHNIC: creative work and/or the production of digital acquisition campaigns.

Depending on the assignment, TARG’ETHNIC may also act as the Client’s agent for the purchase of advertising space or for services relating to the publication or distribution of advertising printed matter, etc.

In carrying out the assignment entrusted to it, TARG’ETHNIC produces advertising creations and may call on third parties for one-off specific contributions such as photography, illustration, film… and will acquire the intellectual property rights, such as copyright and image rights, specifically attached to these contributions from each of the parties concerned.

The term Third Party refers to any natural or legal person who is not a party to the contract.

The term Service Provider refers to TARG’ETHNIC.

Art. IIGeneral provisions

The purpose of these general terms and conditions of sale is to define the rights and obligations of the parties when the Service Provider sells services to its Clients as part of its commercial communication activity.

The Service Provider reserves the right to amend its general terms and conditions of sale, packages and prices at any time and without notice. These changes will have no effect on orders in progress.

All services offered by the Service Provider appear on the order form, and the special conditions of sale set out therein describe precisely the various services and à la carte options offered.

TARG’ETHNIC also offers a service platform dedicated to professionals, allowing them to purchase different audiences internationally and thus broadcast their advertising.

The Client using the services of TARG’ETHNIC acknowledges having read and accepted without reservation the following general terms and conditions of sale, as well as the warnings set out in the Extracts from Law No. 57-298 of 11 March 1957 on artistic property (Official Journal of 14 March 1957) regarding authors’ rights under intellectual property law.

To this end, when placing the order, the Client shall sign at the bottom of this document, preceded by the handwritten words “read and approved”. All pages of this document must be initialled.

Art. IIIClient’s responsibility

The Client undertakes to provide accurate and truthful information and to inform TARG’ETHNIC of any change to the data provided, and shall be solely responsible for any malfunction resulting from incorrect information. The Client must maintain a valid email address and postal address.

Art. IVCommitments of the parties

Generally speaking, the Client and the Service Provider undertake to cooperate actively to ensure the proper performance of the contract. Each undertakes to report any difficulties it becomes aware of as they arise, so that the other party can take the necessary measures.

The Client

To enable the Service Provider to carry out its assignment, the Client undertakes to:• draw up a detailed specification which will not be changed, except by agreement of the parties, once approved by the Service Provider. If changes involve a substantial reworking of the initial specification, they will be invoiced in addition to the initial quotation.• provide the Service Provider with the order form/quotation (dated, signed and stamped if possible)• provide all graphic and textual documentation needed for the proper performance of the contract (in particular in formats suitable for the intended media).• hold the necessary rights to the elements supplied above. Only the commissioning party’s liability may be engaged in this respect.• actively contribute to the success of the project by providing the Service Provider, in good time, with all the information and documents required to properly understand the needs and properly perform the services.• strictly comply with the technical and creative recommendations made by the Service Provider.• indemnify the Service Provider against any action that may be brought against it due to the nature of the data or information (texts, images, sounds) supplied or chosen by the Client.• pay the sums due to the Service Provider within the specified deadlines.• inform the Service Provider of any competitive tendering with other service providers.

The Service Provider

• If necessary, the Service Provider may take part in drawing up the specification together with the Client.• The Service Provider guarantees that the creations are legally available and are not encumbered by third-party rights, whether or not the third parties are employees of the Service Provider, for the uses provided for under the contract.• The Service Provider undertakes to keep the Client regularly and effectively informed of the progress of the project, in particular through approvals submitted to the Client.• With regard to confidentiality, throughout the term of this agreement and even after its termination for any reason whatsoever, the Service Provider undertakes to keep strictly confidential all information and documents of any kind relating to the Client to which it may have had access, in particular in the course of performing this assignment.

Art. VAdditional costs

Miscellaneous items that may be required to perform the Service Provider’s services and that are not part of its offers are not included in the prices indicated. These include, for example, fonts, the creation of visual elements, photographs or illustrations from image banks, as well as printing and/or web hosting costs and the creation of competitions, which must be paid for separately.

The text content required to produce the product must be supplied by the Client.

Travel required for the proper performance of the contract may also be invoiced to the Client.

Art. VIOrder form

The quotation, the general terms and conditions of sale (CGV) and, where applicable, the general terms of use (CGU) signed by the Client together constitute acceptance of these documents and serve as the order form.

This must be accompanied by payment of the deposit set for the chosen package.

Work will begin once all documents (quotation, signed CGV, signed CGU where applicable, deposit paid) and the graphic and textual documentation required for the proper performance of the contract are available to the Service Provider.

Art. VIIInvoicing and payment

Payments are made to the order of TARG’ETHNIC by cheque, bank card, bank transfer or PayPal transfer.

Invoices must be paid no later than the end of the month following delivery of the product and/or service.

Any late payment beyond 30 days from the date of issue will result in a penalty of 10% of the invoice amount per day. Legal and collection costs for the recovery of unpaid invoices shall be borne by the Client.

The prices stated on the quotation are valid for one month from its date of issue. They remain firm and non-revisable if the order is placed within this period.

The services to be provided are those clearly set out in the quotation; accordingly, any services not listed are not included and will be the subject of a further free quotation.

Prices are expressed in euros, excluding tax.

Art. VIIIDelivery

The delivery time is always indicated on the quotation. It corresponds to the period required to produce the products and runs from the date on which the order is paid, under the conditions defined above. The delivery time may be postponed if the Service Provider does not have all the documents (photos, texts, videos, etc.) supplied by the Client for the project, if the Client does not give the approvals required to continue, or for any external problem beyond the Service Provider’s control.

Art. IXDeposit and cancellation of orders

If the contract is terminated before its end by the Client or the Service Provider, the Client formally undertakes to settle and pay the amounts relating to the current schedule, to the items completed or in progress, and to any additional services performed. All copyrights remain the full and exclusive property of the Service Provider, with the exception of data supplied by the Client. The source files and data created and used by the Service Provider may therefore not be claimed by the Client without financial contribution. Any deposit already paid will be retained by the Service Provider as compensation for the work undertaken.

Art. XForce majeure

The parties cannot be held liable or deemed to have failed to meet their contractual obligations where the failure to perform their respective obligations is due to force majeure; the contract between the parties is suspended until the causes of the force majeure have ceased. Force majeure covers irresistible facts or circumstances that are external to the parties, unforeseeable and beyond their control, despite all reasonably possible efforts to prevent them. The following are also considered cases of force majeure: blockage of means of transport or supply, earthquakes, fires, storms, floods, lightning, the shutdown of telecommunications networks, including all networks accessible via the Internet, or difficulties specific to telecommunications networks external to the parties. The party affected by force majeure shall notify the other within five (5) working days of becoming aware of it. The two parties will then agree on the conditions under which performance of the contract will continue.

Art. XIILiability

Each party is responsible for its own civil liability in accordance with ordinary law. TARG’ETHNIC has also taken out insurance covering its professional and contractual liability. Given the nature of the services entrusted to it, TARG’ETHNIC is bound only by an obligation of means. Under no circumstances may TARG’ETHNIC be held liable for any changes and/or corrections made by the Client, or by any third party appointed by the Client, to the project initially proposed by TARG’ETHNIC. The delivery times given in quotations are for guidance only and, in no event, may a reasonable delay in delivery lead to the cancellation of the service entrusted to TARG’ETHNIC or to damages. The logos, brochures, leaflets, communication campaigns, websites… delivered by TARG’ETHNIC are original creations. TARG’ETHNIC takes great care to ensure that they are. Any similarity could only be coincidental, and TARG’ETHNIC accepts no liability in this respect. The Client acknowledges and assumes full and complete responsibility for the choices made regarding the textual and iconographic content of the work delivered by TARG’ETHNIC. All images used before, during and after the creations are the full responsibility of the Client and in no way engage TARG’ETHNIC. The Client shall ensure that the use of the images it supplies to TARG’ETHNIC, as well as the images used by TARG’ETHNIC, respects image rights, public decency and the rights holders of those images. The Client is fully aware that certain images may only be used for a limited time and print run and only for certain purposes. The Client further acknowledges having read the warnings given by TARG’ETHNIC regarding copyright and intellectual property law, the terms of use of images and the penalties that may be incurred for their violation. The Client indemnifies TARG’ETHNIC against all consequences of any action arising from inaccurate information about its products or services resulting from misleading advertising or unfair competition. The Client also indemnifies TARG’ETHNIC against the consequences of using the creations beyond the limits of the assignment. The Client is also responsible for complying with the regulations specific to its activity, in particular the mandatory information that must appear on the medium ordered, in accordance with the laws and regulations in force. Where TARG’ETHNIC acts only as a technical intermediary (with naming bodies for domain name reservation, for the booking and broadcasting of advertising messages…), the general terms and conditions of sale of these bodies must be taken into account. The Client alone remains bound towards these bodies and acknowledges acting in accordance with the legislation in force and the rights of third parties.

Art. XIIIDispute resolution

The contract is governed by French law. In the event of a dispute, the parties undertake to do everything possible to settle their differences amicably. If an amicable solution cannot be reached, the competent court shall be that of the place where the Service Provider is domiciled.

Art. XIVOwnership of the work produced

All production and related rights covered by the order remain the full and exclusive property of the Service Provider until the invoices issued have been paid in full by the Client, up to the total amount of the order and of any amendments agreed during the assignment. Correspondingly, the Client will become the de facto owner of the production and of the rights assigned upon final settlement of all invoices issued by the Service Provider under the order. Unless otherwise stated on the quotation, production files and source files remain the property of the Service Provider. Only the finished product will be sent to the Client. Failing such a statement, if the Client wishes to obtain the source files, an amendment to this document must be requested.

Art. XVPrinciples of assignment

The reproduction and republication of the Service Provider’s creations are subject to the payment of copyright fees under the Law of 11 March 1957 (see appended text). The assignment of these rights covers only the specifically intended use. Any subsequent or different use requires a new agreement. Changes to or interpretations of a graphic creation may under no circumstances be made without the Service Provider’s consent. The signature may not be removed without the Service Provider’s agreement. An idea proposed by the Client does not in itself constitute a creation.

Art. XVIReproduction and distribution rights

Reproduction and distribution rights are calculated according to the distribution of the creation. They may be assigned on a flat-rate or partial basis. Each different adaptation of the original work is subject to a new assignment of copyright. For each new edition, the amount of the rights must be updated. The rights are assigned within the time frame and geographical scope of this contract and may not exceed this limit. To allow the commissioning party to freely use the service provided as part of its activity, all economic rights relating to the Service Provider’s creation for the project will be fully and exclusively assigned to the commissioning party, for distribution on the media specifically agreed at the time of the order, upon actual payment of all fees due.

Art. XVIICopyright and commercial credit

Unless the Client explicitly states otherwise, the Service Provider reserves the right to include in the work a commercial credit clearly indicating its contribution, accompanied, where the medium allows, by a hyperlink to the commercial website of its business (www.targethnic.com).

Art. XVIIIRight to advertise

The Service Provider reserves the right to mention the work carried out for the Client in its external communication and advertising materials (website, portfolio, etc.) and during commercial prospecting.

Art. XIXProtection of personal information (CNIL)

In accordance with the French Data Protection Act of 6 January 1978, the Client has the right to access, rectify and object to personal data concerning them.