General conditions of sale

4. COMPLIANCE OF THE REQUESTED ADVERTISING INSERTION

RMC reserves the right to refuse and/or discontinue, without being required to provide any justification, any request for an Advertising Insertion that it considers to be contrary to:

(i) applicable laws, regulations, customs, or ethical principles governing the advertising and communications industry, including recommendations and opinions issued by the ARPP;

(ii) any other applicable regulation or practice, including those relating to respect for human dignity;

(iii) the editorial line, thematic focus, or presentation of the Media Properties; or

(iv) more generally, any content likely to generate objections or complaints from readers, users, or third parties.

Such refusal may occur at any time before and/or after submission of the text and/or visual materials and shall not give rise to any right to compensation. It shall not release the Advertiser from its obligation to pay for Advertising Insertions that have already been published or distributed.

5. EXECUTION OF ADVERTISING ORDERS

Technical Materials

All technical materials required for the Advertising Insertion must be submitted directly to the advertising department of the relevant Media Property and in accordance with the requirements specified in the applicable Media Terms (including technical specifications and submission deadlines).

Failure by either Party to comply with these requirements shall fully release RMC from any obligation to execute the advertising order, without entitling the defaulting Party to any compensation.

Furthermore, the full amount specified in the advertising order shall remain payable by the Party.

RMC shall not be liable for any errors or omissions contained in Advertising Insertions where it has not participated in their preparation, such insertions being produced solely from files supplied by the Party.

The Parties shall have a period of two (2) months from the publication or distribution date of the Advertising Insertion to recover any technical materials submitted. Upon expiry of this period, RMC shall bear no responsibility for the loss or deterioration of such materials.

Modification, Postponement or Cancellation of Advertising Orders

At the request of either Party, any modification, postponement or cancellation (the "Modifications") shall only be accepted if submitted in writing and sent by registered letter with acknowledgment of receipt or by email, and provided that, unless otherwise specified in the applicable Media Terms, the advertising department of the relevant Media Property receives such request:

* at least two (2) months before the scheduled publication or distribution date for standard Advertising Spaces; and

* at least three (3) months before the scheduled publication or distribution date for Preferred Placements.

The above cancellation conditions do not apply to advertising orders placed through the Adwanted platform.

In the event of late Modifications, the full amount invoiced for the Advertising Space shall remain payable to RMC.

Any request for Modification shall also be subject to RMC's prior express approval.

RMC shall not be liable for any suspension or discontinuation of publication and/or distribution of any Media Property for any reason whatsoever, including where resulting from the cancellation or postponement of an advertising order relating to the relevant Media Property(ies).

Furthermore, such suspension or discontinuation shall have no effect on any other agreements in force between the Parties.

If, due to force majeure or circumstances beyond its reasonable control, RMC modifies the Advertising Space initially agreed upon in the advertising order, RMC shall inform the concerned Party as soon as possible and shall use its best efforts to provide an alternative Advertising Space of equivalent value.

Should the alternative Advertising Space proposed by RMC prove unsuitable, the Party may request cancellation of the relevant advertising order. Such cancellation shall not entitle the Party to any compensation from RMC.

Where a Party fails to comply with, or unilaterally modifies, an approved advertising order (including, without limitation, changes in format, weight, specifications, or similar elements), thereby rendering the order non-compliant, RMC reserves the right to re-invoice all additional technical and/or postal costs incurred during the receipt or processing of inserts, samples, or advertising materials.

Reporting

Reports concerning insertion conditions shall be provided in accordance with Article 23 of French Law No. 93-122 of January 29, 1993 (the "Sapin Law") for each Advertising Insertion, except in the case of campaigns composed of successive Advertising Insertions, where a consolidated report shall be provided at the end of the campaign.

Claims

Any claim, regardless of its nature, must be notified within fifteen (15) days following the publication and/or distribution date of the relevant Advertising Insertion by registered letter with acknowledgment of receipt to:

Reworld Media Connect

ADV Department

8 rue Barthélémy Danjou

92100 Boulogne-Billancourt

France

Advertising Spaces on Digital Media Properties

The Parties acknowledge that, due to the nature of the Internet and the number of stakeholders involved in its operation, permanent availability of Advertising Spaces cannot be guaranteed.

Likewise, Advertising Space may be unavailable during maintenance periods affecting websites published by the Reworld Media Group, which the Parties expressly acknowledge and accept.

Exclusivity

Nothing in these GTCS grants the Parties any form of exclusivity whatsoever.

6. ADVERTISER LIABILITY

Each Advertising Insertion shall be published under the sole responsibility of the Advertiser.

The Advertiser warrants that it holds all rights required under applicable laws and regulations and that the Advertising Insertion does not infringe any third-party rights, including but not limited to copyrights, trademarks, privacy rights, or any other intellectual property rights necessary for its use, representation, publication, and reproduction for advertising purposes.

The appointment of a third party to make payment shall not release the Advertiser from its obligations towards RMC.

Invoices shall only be deemed paid when payment has been effectively received by RMC and not when funds have merely been transferred by the Advertiser to its paying Agent, except where such Agent acts as a del credere agent.

As the Advertiser is solely responsible for selecting its paying Agent, the Advertiser shall remain liable for payment in the event of default by such Agent.

The Advertiser and, where applicable, its Agent shall indemnify and hold harmless RMC against any claim, action, proceeding, or demand brought by third parties, including authors, producers, designers, directors, publishers, or any person whose intellectual property rights may be infringed by the publication or distribution of the Advertising Insertions.

In particular, the Advertiser shall indemnify RMC against any claim brought by an advertising agency seeking to enforce rights relating to advertising creations.

The Advertiser and, where applicable, the Agent shall fully indemnify RMC against any sanction, penalty, judgment, or liability arising under the circumstances described above.

The Advertiser shall reimburse RMC for all costs, expenses, damages, and liabilities incurred as a result of such claims, including legal fees and advisory costs.

The Advertiser and, where applicable, the Agent declare that they comply with all applicable national, European, and international legal, regulatory, and technical standards governing the products and/or services advertised and that such products and/or services may be used, distributed, sold, and maintained without risk to public health or safety, in accordance with all applicable laws and regulations.

7. FINANCIAL TERMS

Pricing Conditions

The rates, discounts and rebates granted to the Party, unless expressly stated otherwise, are attached to these GTCS, detailed on the invoice, and deemed accepted by the Party.

Advertising Space shall be invoiced at the rates in force on the date the advertising order is received by the advertising department of the relevant Media Property.

RMC reserves the right to modify its rates at any time, including during ongoing campaigns, which the Parties expressly acknowledge and accept.

Any modification shall be communicated to the Party fifteen (15) days before the new rates come into effect.

Unless the Party notifies its disagreement with the new rates within eight (8) days of receiving notice of such changes, the Party shall be deemed to have accepted the new pricing conditions.

All rates are exclusive of taxes.

Any taxes, duties, levies, or charges that may become applicable as a result of the advertising services performed shall be borne by the Advertiser.

Notwithstanding the foregoing, barter transactions involving the exchange of goods shall not be taken into account when calculating eligibility for discounts or rebates available to the Advertiser under RMC's pricing schedules.

Invoicing

Invoices shall be issued in the name of the Advertiser on the publication and/or distribution date of the Advertising Insertion for print Media Properties and on an actual monthly basis for digital Media Properties.

Where an Agent is involved, RMC shall comply with the terms of the mandate granted by the Advertiser pursuant to Article 2. In such circumstances, the original invoice shall be sent to the Advertiser and a duplicate shall be sent to the Agent.

These provisions shall apply regardless of the location of establishment of the intermediary, provided that the Advertising Space is reserved for the benefit of a company operating within French territory.

A deposit equal to fifty percent (50%) of the total service amount shall be invoiced upon receipt of the signed quotation in order to cover part of the costs incurred by RMC for the implementation of the event or media campaign.

Payment of this deposit shall be due upon receipt of the invoice.

The balance of the service shall be invoiced fifty (50) days prior to the date of the event and shall be payable upon receipt of the invoice.

Where the quotation is signed less than fifty (50) days before the event date, the entire service amount shall be invoiced upon receipt of the signed quotation and shall be payable immediately upon receipt of the invoice.

RMC nevertheless reserves the right to issue its invoice upon receipt of confirmation of the advertising order where the Advertiser is established outside France, except in the following countries:

Italy, Spain, Portugal, Germany, Austria, Switzerland, United Kingdom, Ireland, Finland, Sweden, Netherlands, Norway, and Monaco,

or where the Advertiser does not provide sufficient financial guarantees and/or has failed to comply with payment deadlines relating to previous Advertising Insertions.

Barter transactions involving the exchange of goods in consideration for the purchase of Advertising Space shall be subject to reciprocal invoicing and must obligatorily include the wording:

"COMPENSATION EXCHANGE"

This wording constitutes an essential condition for validation of the transaction between the Party(ies) and RMC.

Where an intermediary is not subject to French VAT, invoices issued to RMC must obligatorily contain the wording:

"reverse charge"

in accordance with Article 259 of the French General Tax Code.

Payment Terms

Invoices shall be issued and payable in euros within thirty (30) days from the invoice issue date (the "Initial Invoice") and shall be payable by cheque or bank transfer to the account indicated on the invoice.

RMC nevertheless reserves the right to require payment upon receipt of the Initial Invoice from any Advertiser that does not provide sufficient financial guarantees and/or has failed to comply with payment deadlines relating to previous Advertising Insertions.

For any new Advertiser and/or Agent, for the entirety of the first advertising campaign carried out with RMC, as well as for any Advertiser and/or Agent who has failed to meet a previous payment deadline or does not provide sufficient financial guarantees, payment must be made within twenty-four (24) hours of receipt of the Initial Invoice.

Payment shall also be due immediately upon receipt of the invoice for sales made to foreign Advertisers, except for those established in:

Italy, Spain, Portugal, Germany, Austria, Switzerland, United Kingdom, Ireland, Finland, Sweden, Netherlands, Norway, and Monaco,

which shall benefit from the same payment terms as Advertisers established in France.

In such circumstances, execution of the advertising order shall be subject to effective payment of the full invoiced amount.

RMC shall consider payment to have been made only upon actual receipt of the corresponding funds.

Any late payment shall render immediately due and payable all amounts owed to RMC.

Late payment shall automatically give rise to:

* late payment interest calculated at three (3) times the legal interest rate in force; and

* a fixed recovery fee of forty euros (€40), pursuant to Article D.441-5 of the French Commercial Code.

These penalties shall accrue automatically from the day following the payment due date until full payment has been received.

Without prejudice to any other rights available to it, RMC may suspend execution of any ongoing advertising orders.

As a penalty clause and following formal notice sent by registered letter with acknowledgment of receipt, RMC also reserves the right to increase by fifteen percent (15%) the total amount due excluding taxes.

The appointment of a third party to make payment shall not release the Advertiser from its obligations towards RMC.

Invoices shall only be deemed paid when payment has been effectively received by RMC and not when funds have merely been transferred by the Advertiser to its paying Agent, except where such Agent acts as a del credere agent.

As the Advertiser remains responsible for selecting its paying Agent, the Advertiser shall remain liable for payment in the event of default by such Agent.

In the event of non-compliance with the payment terms applicable to invoices issued to the Advertiser, RMC reserves the right to:

* refuse the Advertiser the benefit of all or part of its commercial conditions;

* suspend the application of any invoice discounts;

* suspend any discounts potentially due at year-end;

* terminate ongoing advertising orders upon reasonable notice and without compensation.

The Advertiser shall remain liable for all amounts due in respect of messages published or distributed up to the effective date of termination and on the basis of invoices issued by RMC.

The Parties expressly waive the application of Articles 1220 and 1223 of the French Civil Code.

Re-Invoicing

Where RMC fails to comply with the payment period relating to the Initial Invoice, the new payment deadline shall be thirty (30) days from the issue date of the replacement invoice, regardless of whether the Initial Invoice has fallen due.

Where an Agent is involved, RMC and the Party shall cooperate to settle the invoice as quickly as possible.

Where the Advertiser fails to comply with the payment period relating to the Initial Invoice and the Initial Invoice has not yet fallen due, the new payment deadline shall be thirty (30) days from the issue date of the replacement invoice.

Where the Initial Invoice has already fallen due, payment of the replacement invoice shall be due on the date of issue of the replacement invoice.