Article 1 - Application of the general sales conditions
The signature of a reservation order by an advertiser or his proxy with Hi-Media implies full and complete acceptance of the present general sales conditions, of the commercial conditions, and of the tariffs in force.

Article 2 - Definitions
By proxy is understood the intermediary who purchases the advertising space by express mandate of the advertiser.

Article 3 - Mandate
In cases where the advertiser has entrusted his space purchase to a proxy, a certificate of mandate signed by the advertiser and his proxy must accompany the insertion order and give detail of the extent of the mandate granted.

Article 4 - Orders
The insertion order is formalized by Hi-Media, a copy of which, duly dated and signed for agreement by the advertiser or his duly mandated proxy, is to be returned to Hi-Media no later than 72 hours before the advertising campaign first goes on line.

The order will repeat the present general sales conditions. I t may also take the form of a letter dated and signed by the advertiser or his duly mandated proxy, which states acceptance of the general sales conditions
The absence of this last statement will give rise to the presumption of the application of these present general sales conditions. The insertion order will mention: the name of the proxy and of the correspondent who commits him for the advertising insertion; the name of the advertiser and of the person responsible for the advertising marketing budget allocated to the advertising insertion; the precise nature and the name of the product or service to be promoted; the start date of the campaign and its duration; the sites reserved; the targeting criteria reserved; the budget allocated to the insertion according to the tariffs in force.

The proxy and the advertiser are jointly and severally responsible for payment for the advertising insertions corresponding to a reservation order.

Each insertion order is strictly personal to the advertiser. It is established by Hi-Media and cannot be changed without its permission and cannot be transferred in any form and for any reason whatsoever.

However, in the event of the sale or the transfer of the advertiser's operation, it is hereby made clear that the advertiser is required to impose the execution of the insertion order on this successor, and he remains personally the guarantor of this successor.

The technical details must be transmitted to Hi-Media no later than 72 hours before the start of the advertising campaign.

Article 5 - Tariffs - Elements making up the price
The tariffs include putting the campaign on line, the possibility of creating a link either to the advertiser's website or to a promotional site, and the possibility for the advertiser or his proxy to have access to the statistics of his campaign(s).
The positioning of the campaign will be determined depending on the common interests of the advertiser and the publisher of the said medium.
The tariffs do not include production costs nor the costs of the banners nor of any other advertising element which the advertiser must supply to Hi-Media.

Article 6 - Payment conditions
Invoices are payable at 60 days to Hi-Media or to any other person indicated on the invoice. Their original is sent to the advertiser and, when appropriate, a duplicate is sent to the proxy authorized in conformity with the certificate of mandate.
In all cases, Hi-Media reserves the right to make the recovery directly from the advertiser, after deduction of the professional discount, if the invoices remain unpaid.
In the absence of payment on the due date, whatever the reasons for this lack of payment, Hi-Media will invoice a lateness penalty at a rate equal to one and a half times the legal interest rate. This penalty will run from the due date.

Payment with order may be required for:
- all new advertisers or proxies;
- all advertisers or proxies whose solvency is uncertain .

In the case of staggered payments, the non-payment of a single instalment makes the remainder of the sums due payable immediately and may authorize Hi-Media to accept no further contracts with the advertiser in question.

Collective proceedings against the advertiser : in the event of the opening of collective proceedings against the advertiser, Hi-Media reserves the right to cancel the reservation order, either on the day of the last payment, or on the day of the court order for opening the proceedings; the advertiser is required to pay invoices before that date. In the event of non-payment of the said invoices, Hi-Media may pursue the payment of the campaigns broadcast and remaining to be broadcast after sending a letter of formal demand which has remained without effect for five days.

Penal clause :in the event of non-payment of a sum payable and after a formal demand by registered letter with recorded delivery which has remained without effect for a time limit of fifteen days, Hi-Media will be entitled to consider the order as cancelled and to claim by way of indemnity a surcharge on the sums due of 25%. If the advertiser or his proxy is the holder of several current orders, and if he does not honour the invoices corresponding to the first insertions within the time limits laid down, Hi-Media reserves the possibility of cancelling the other orders. In the event of winding-up or compulsory liquidation, the order will be cancelled as of right on the initiative of Hi-Media on the date on which Hi-Media has knowledge of the said proceedings or on the date of the declaratory judgement. Invoices issued before this date must be paid.

Article 7 - Cancellations
If the request for cancellation is made less than four weeks before the start date of the campaign, the order cannot be cancelled and the sum due is payable in its entirety. If the request is made more than four weeks before the planned start date, it can be accepted only on payment of an indemnity equal to 30% of the amount provided for the insertion.
Hi-Media reserves the right to interrupt a campaign during the five days following its start in the event it should receive information as to the uncertain nature of the solvency of the advertiser or his proxy.

Article 8 - Advertising positions
The advertising spaces offered are always to be understood to be subject to availability at the time of acceptance of the contract.

Apart from the case covered by article 10 below concerning the content of the advertising message, Hi-Media may also have occasion to move, to abandon or to eliminate the advertising for a variety of reasons independent of its volition:
- in the case of any request made by the publisher;
- because of the intervention of public authorities;
- in the event of force majeure.

If, on the start date or during the execution of the contract and for one of the causes listed above, all or part of the positions concerned should become unavailable or eliminated, Hi-Media has the possibility of finding arrangements with the advertiser to find positions on other sites, to increase the length of insertion by way of compensation or of terminating the contract. In cases where the insertion does not cover the whole duration planned, it must be paid in proportion to the number of sites and the length of time the insertion has lasted. This modification will be confirmed in writing by Hi-Media.

Article 9 - Competition
Hi-Media cannot guarantee that competitive advertisers will not be present in neighbouring or contiguous positions during the same period. However, Hi-Media will use its best efforts not to expose advertisers to this situation.

Article 10 - Content of the message
The advertiser and/or his proxy are responsible financially and legally for obtaining all royalties and for obtaining the authorizations required for putting the advertising messages on-line.

The advertiser and/or his proxy are responsible for the content of the advertising message. He must present to Hi-Media a complete mock-up of the planned advertising before its final execution.

The advertiser declares that he is the owner of the copyrights and the rights of representation of the various constitute elements of his message, in such a way that Hi-Media may never have action taken against it regarding their unauthorized advertising use by the holders.

The advertiser certifies that the advertising message does not contravene in any way whatsoever any right, rule or legislation in force and that it does not include any imputation or allusion defamatory or harmful with regard to third parties, in which case Hi-Media would reserve the right to refuse this advertising at any moment. Such refusal will under no circumstances constitute a breaking of the purchase order nor refusal to sell, and therefore the advertiser cannot claim to have suffered any sort of damage.

Article 11 - Technical Conditions
The advertiser must respect the technical requirements of Hi-Media. He must communicate the technical elements to Hi-Media no later than 72 hours before the start of the campaign. In the event of a delay on the part of the advertiser, Hi-Media reserves the right to postpone the planned insertion proportionately.

Article 12 - Checks
The statistics of the campaigns will be measured on the strength of the statistic tool of Hi-Media.
No complaint relating to the broadcasting of a campaign can be taken into account by Hi-Media unless it follows from a check carried out jointly by the advertiser and a member (or employee) of Hi-Media.
The complaints can be taken into account by Hi-Media only if they are notified in writing and within 15 days after the date of the invoice.

Article 13 - Commitment
The advertiser and Hi-Media are not validly bound by a contract concluded by one of the employees of Hi-Media unless this contract conforms correctly to our tariffs and to the present general sales conditions, except in the case of prior express authorization by the management of Hi-Media .

Article 14 - General provisions
The fact that one of the parties has not required the application of any clause whatsoever of these present general sales conditions, whether permanently or temporarily, cannot be considered as a waiver of that party's rights under that clause.
The present general sales conditions, and the acts derived from them,are subject to French law.

Article 15 - Disputes
Should any one of the provisions of the present general sales conditions be held to be null and void, it will be deemed not to have been written and will not entail the nullity of the other provisions.

Any dispute or litigation which may result from the interpretation and/or the execution of these General Sales Conditions, and, more generally, from the formation and execution of the advertising orders, will be laid before the courts of Paris, which are recognized as the only competent courts.