The company KLOX, a simplified joint stock company, whose head office is at 55 ter rue de la chapelle Deskeo, 75018 Paris (hereinafter trade name "Klox"), carries out a digital communication activity for client-advertisers in the entertainment field. As part of its business, Klox purchases advertising space via programmatic platforms and carries out targeted marketing campaigns on behalf of its advertiser clients (hereinafter "the Advertiser"). To this end Klox offers a service allowing the Advertiser to improve knowledge of its customers and to adjust, personalize and optimize its marketing campaigns, benefiting from the cumulative effects of real-time retargeting. The signing of an Insertion Order by the Advertiser constitutes acceptance of these General Conditions.
The terms used in these General Conditions and starting with a capital letter will have the meaning given to them below.
Campaign: refers to a set of advertising actions (including in particular prospecting and / or commercial loyalty by emails, Advertiser Content, purchase of advertising space and reporting) carried out on behalf of the Advertiser via the Klox Service.
Advertiser Content: refers to the advertising content (images, graphics, text, data, links or other creative elements) provided by the Advertiser for distribution via the Sites.
Contrat: refers to these General Conditions and the Insertion Order signed by the Advertiser, to the exclusion of any other document including the Advertiser's purchase conditions not expressly validated by Klox.
Cookies: refers to a file installed on an Internet user's terminal which collects data and includes an identifier, which Klox uses to serve personalized ads to Internet users.
Data: refers to all the data used as part of the Klox Service, including Personal Data, Behavioral Data, Advertiser Data and Third Party Data.
Personal Data: refers to any information relating to an Internet user and allowing him to be identified directly or indirectly, including Behavioral Data.
Behavioral Data: refers to any data related to the behavior of an Internet user (in particular the number of pages viewed, the products that the Internet user consults, the searches carried out by the Internet user), collected via Cookies. Behavioral Data constitutes Personal Data.
Advertiser Data: means the Personal Data from the Advertiser's CRM or the Behavioral Data provided by the Advertiser to Klox or collected by Klox via Cookies on the Advertiser's site and / or through e-mails sent by the Advertiser to Internet users.
Publisher Data: refers to the Behavioral Data collected from the Sites via Cookies.
Third Party Data: refers to aggregated data provided by third party providers (such as Facebook, Google, etc.) independently of the Klox Service.
Publisher: means a third-party publisher who operates a Site on which the Advertiser Content is published via the Klox Service.
Internet user: refers to the person who consults the Site and / or receives a Campaign.
Insertion order(s): refers to the order(s) placed by the Advertiser in the format proposed by Klox in order to define the Campaign(s) ordered, the duration of the Service, the price and any other specification of the Service.
Klox Service: refers to the service subject hereof, allowing the Advertiser to optimize its Campaigns.
Site: refers to the website (s) or mobile applications that the Publisher owns or is legally or contractually authorized to operate and for which the Publisher has authorized Klox to perform the Klox Service.
Data Controller: drefers to the entity that determines the means and purposes of processing personal data.
Data Processor: refers to the entity that processes the data on behalf of the Data Controller.
- PURPOSE & DURATION
The purpose of the Agreement is to define the terms and conditions under which Klox performs the Klox Service on behalf of the Advertiser. The Contract takes effect on the date of receipt by Klox of the Insertion Order signed by the Advertiser. It ends when the Advertiser decides not to launch a new campaign and therefore an Insertion Order.
- DESCRIPTION OF THE SERVICE
The Klox Service allows the Advertiser to benefit from the cumulative effects of Campaigns and real-time retargeting in order to initiate Campaigns. The use of the Klox Service implies that Klox ensures all stages of the Campaigns, and in particular the prospecting and / or commercial loyalty, retargeting, as well as the subsequent performance analysis, directly or through its subcontractors.
For the purposes of running the Campaigns, the Advertiser may provide Advertiser Content itself, in accordance with the technical specifications indicated by Klox, or entrust their design or variation to Klox if the Insertion Order so stipulates.
The Klox Service might include the implementation of a Cookie for the collection of Behavioral Data when opening the message subject of the Campaign. The Insertion Order may provide that the Advertiser's site also allows the installation of the Cookie on the Internet user's terminal when they visit the Site.
The implementation of the Cookie is accompanied by an information message intended for the Internet user, who can refuse the installation of the Cookie and the collection of his Data or delete it subsequently, which the Advertiser recognize. The collection system qualifies the Behavioral Data relating to the Internet user's browsing in an anonymous and secure manner, and promotes the adjustment of Campaigns and / or the optimized purchase of advertising space, according to the Behavioral Data collected.
If the Advertiser places an order, Klox may provide (i) marketing segmentation or Data enrichment services (in particular with Third Party Data) that Klox makes available to the Advertiser, and (ii) reporting according to sections defined by Klox. The reporting is returned to the Advertiser at the end of the Campaign via the Klox Service, according to a deadline or a frequency defined in the Insertion Order, or failing that as soon as possible. The reporting relates to the budget consumed and the performance within the framework of the Campaign. Any statistical analysis not included in the reporting, as well as any subsequent marketing recommendations, may be the subject of an additional request subject to an estimate from Klox accepted by the Advertiser.
Klox ensures the relationship with the Publishers responsible for the Sites on which the Advertiser's Content is distributed, and undertakes in this regard within the framework of an obligation of means that (i) the Publisher publishes on its Site the necessary mentions to the collection of the Internet user's consents, and (ii) the Campaigns are disseminated on lawful Sites whose content does not contravene any applicable regulations.
- COMMITMENTS OF THE ADVERTISER
The Advertiser ensures that he collects the necessary consents (optins) from Internet users for the transmission of Advertiser Data for the purposes of performing the Klox Service and undertakes to indicate with precision the legally required information and / or consents. necessary and the corresponding purposes. In this regard, the Advertiser is informed that the Data must have been the subject of the Internet user's consent (i) for his Data to be used for the purpose of sending him personalized Advertiser Content, and (ii) that this Data is transmitted to Klox for the purpose of re-use by it.
In this regard, the Advertiser undertakes to indicate with precision the options associated with his Data that he provides to Klox, if applicable, so that Klox can organize the access management system in strict compliance with the consents of Internet users. , in order to prevent any use of Data from an Internet user who has not expressly consented to the use of their Data and their transfer for the benefit of other Klox customers.
The Advertiser is strictly prohibited from transmitting to Klox any Personal Data not accompanied by an optin confirming that the Data is likely to be used by Klox with third parties.
The Advertiser undertakes to strictly comply with the technical requirements and specifications provided by Klox for the purposes of configuring the Klox Service to allow the delivery, display, monitoring of Campaigns and the establishment of reporting in an appropriate manner, in connection with the or the Site (s).
- FINANCIAL CONDITIONS
In return for the Klox Service, the Advertiser agrees to pay Klox the prices indicated in the Insertion Order according to the agreed packages and metrics and terms of payment agreed in the Insertion Order. Prices are defined for the duration of the Campaign according to the stipulations of the Insertion Order. In any event, any late payment results in the application to the Advertiser (i) of the legal lump sum compensation for collection costs, in accordance with article L.441-6 of the Commercial Code, (ii) costs additional that would be necessary for the recovery of the debt, on presentation of the supporting documents and (iii) a non-discharging late interest at a rate equal to three (3) times the legal interest rate in force, recognized in days from from the first day of delay on the due date of the invoice until the date of actual payment. In the event of a persistent delay of more than thirty (30) days, all invoices issued by Klox become due, and Klox may suspend the Klox Service without compensation or further notice, and / or implement the termination of the Contract at the exclusive fault of the Advertiser.
- INTELLECTUAL PROPERTY
Each of the Parties remains the exclusive owner of the intellectual property rights of which it was the holder before the signing of the Contract. Klox is the sole owner of the intellectual property rights relating to the Klox Service, including in particular the software components including its reporting platform, libraries, interfaces, graphic charter as well as its brand.
The Advertiser is the sole owner of the intellectual property rights relating to Advertiser Data and Advertiser Content. The Advertiser expressly authorizes Klox: (i) to collect, use, analyze and process Advertiser Data, to combine Advertiser Data with Third Party Data for the purpose of providing the Klox Service to Advertiser; (ii) to improve the Klox Service and other Klox products, programs and / or services; and (iii) to communicate the Advertiser's Data when required by law. During the term of the Contract, the Advertiser grants Klox a worldwide and non-transferable license, free of charge, to display, reproduce and perform the Advertiser's Content as part of the performance of the Klox Service.
- PERSONAL DATA
The Parties recognize that it is imperative that the processing and use which will be made of the Data by the Advertiser must comply strictly with the applicable regulations and in particular (i) Law n ° 78-17 of 6 January 1978 known as "IT & Liberties ”amended, (ii) the opinions and deliberations of the Commission Nationale Informatique & Libertés (CNIL), (iii) as of May 25, 2018, European Regulation No. 2016-679 of April 27, 2016 relating to the protection of natural persons with regard to the processing of personal data and the free movement of such data, and (iv) the legislation applicable to electronic prospecting activities, including the law “for confidence in the digital economy” of 21 June 2004.
Accordingly, each Party undertakes to implement the appropriate technical and organizational measures to ensure that the collection, processing and transfer of any Personal or Behavioral Data comply with the aforementioned regulations.
Within the meaning of the applicable regulations and in particular of the law n ° 78-17 of January 6, 1978 known as "Informatique & Libertés" and of the European data protection regulation n ° 2016-679, the Advertiser is the "controller" and Klox its “subcontractor”.
The Advertiser determines under its responsibility the purposes of the processing entrusted to Klox, which are (i) improving knowledge of its customers or prospects, (ii) measuring engagement and optimizing its Campaigns, ( iii) personalization of advertisements based on user interests.
With regard to the security and confidentiality of Personal and Behavioral Data, each Party undertakes to (i) keep the Personal Data in its possession strictly confidential, (ii) implement the necessary security measures to protect the Personal Data in its possession, (iii) only process Personal Data for the purposes of carrying out the purposes stipulated above in compliance with the opt-in collected, and (iv) establishing, maintaining and providing on first request the description of the measures implemented. works to protect Personal Data.
As necessary, Klox undertakes to (i) assist and cooperate with the Advertiser in the event of the implementation of an impact assessment or of a request from the supervisory authority (CNIL), (ii) implement and maintain a procedure for reporting security breaches or unauthorized access to Personal Data, which may lead to the Internet user being alerted as soon as possible, (iii) modify or delete at the request of any person concerned any Personal Data in the event that the latter exercises its rights under the aforementioned regulations, (iv) relay to the Advertiser any request for access, rectification, deletion, opposition, limitation or portability issued by a concerned Internet user as well as any revocation of his consent, and (v) cooperate with the personal data protection authority (CNIL) in the event of an audit.
In addition, the Advertiser acknowledges that Klox is required to bring to the attention of the Internet user an educational warning message informing him (i) of the implementation of a Cookie for the purpose of collecting his Behavioral Data, ( ii) the rights he has over his Personal Data and (iii) his ability to delete the Cookie at his convenience and / or refuse, oppose or withdraw his consent to the collection of his Data. Klox cannot be held responsible for any decrease in the performance or relevance of Campaigns linked to the deletion of Cookies by Internet users. Consequently, the Advertiser is prohibited from modifying or neutralizing the publication of Klox's educational messages within the commercial prospecting messages sent as part of the Campaigns, or not to take into account the choice made by the Internet user, in particular in the event of opposition or withdrawal of consent.
8.1 Guarantees of peaceful enjoyment
Klox guarantees that it has all the rights to operate the Klox Service. In the event of recourse by a third party alleging a violation of its copyright by all or part of the Klox Service, Klox guarantees the Advertiser against any cost related to the third party's claim in the event of proven infringement.
The Advertiser guarantees to Klox that: (i) it is duly authorized to enter into this Agreement and to perform its obligations as set forth herein; (ii) he has the right to provide the Advertiser Content, the Advertiser Data to Klox for publication purposes without violating the rights of a third party including in particular the intellectual property rights or the rights relating to privacy and protection Personal Data; (iii) the Advertiser Content and Advertiser Data comply at all times with the laws, decrees, regulations, codes of ethics, in particular with regard to marketing and advertising, applicable in any territory where the Campaigns are carried out; (iv) any information provided under the Agreement is fair, accurate, complete and up to date; (v) the Advertiser does not collect, directly or indirectly, information from Internet Users whom the Advertiser knows are under the age of 13, (vi) all the information that the Publisher has provided and must in the future supply to Klox is accurate and up to date.
8.2 Data usability guarantees
The Advertiser guarantees to Klox (i) that the Data collected for the purposes of the Klox Services have been the subject of optins allowing their free transmission and re-use by Klox to third parties, in particular in the context of enrichment and resale and / or made available with the Advertiser's agreement and which will be the subject of an amendment to the contract, in compliance with the legislation applicable to the protection of Personal Data, and that these optins are indicated with the Data concerned , and (ii) that for the Data collected for the purposes of the Klox Services which have not been the subject of the necessary options, in particular for their re-use by Klox with third parties, this Data is also marked as such, in order to allow Klox to put in place the necessary access and use restrictions. Consequently, the Advertiser guarantees and indemnifies Klox against any action or claim whatsoever on the part of any Internet user invoking a breach of the protection of his Personal Data, if the Advertiser has transmitted his Personal Data in the absence of an optin. for this purpose authorizing Klox to reuse them.
Each Party undertakes to keep confidential all information it receives from the other Party under the Contract and which has been expressly and clearly designated as "confidential" by the Party disclosing it. On these documents and elements marked "confidential", each Party undertakes in particular to (i) not divulge the confidential information of the other Party to any third party, other than to officials who need to know it in the context of of their function, and (ii) only use the confidential information of the other Party to exercise its rights and obligations under the Contract. As an exception, any information from Klox relating to its strategy is confidential, even without express labeling.
Notwithstanding the foregoing, neither Party shall have any obligation whatsoever with regard to information which (i) has fallen or falls into the public domain regardless of fault by the receiving Party, (ii) is developed independently by the receiving Party, (iii) would be known to the receiving Party before the other Party discloses them to it, (iv) would be legitimately received from a third party not bound by an obligation of confidentiality, or ( v) should be disclosed by law or by order of a court (in which case they should only be disclosed to the extent required and after giving written notice to the Party providing them).
The obligations of the Parties with regard to confidential information will remain in effect for the duration of the Contract and for a period of three (3) years after the end of the Contract.
Each Party shall return all copies of documents and media containing confidential information of the other Party, upon termination of the Contract, regardless of the cause. The Parties also undertake to ensure that these provisions are observed by their staff, and by any employee or third party authorized beforehand who may intervene in any capacity whatsoever within the framework of the Contract.
Each Party assumes responsibility for the consequences resulting from its faults, errors or omissions, as well as faults, errors or omissions by its partners and possible subcontractors and causing direct damage to the other party, under the conditions hereof.
Given the uncertainties that characterize (i) electronic communications via the Internet, (ii) commercial prospecting operations by electronic means, (iii) the purchase of advertising space automated in real time and (iv) the behavior of the Internet user and the success of the Campaigns, the Klox Service is performed by Klox within the framework of an obligation of means, and Klox cannot provide any guarantee of continuity, permanent availability of the Service or of the results of Campaigns initiated via the Klox Service, in particular by case of lack of performance of its commercial prospecting operations, which the Advertiser recognizes. It is the Advertiser's responsibility to ensure that the Klox Service is suitable for its needs.
In any event, Klox can in no way be held responsible for any indirect or unforeseeable damage claimed, and in particular, any missed gain, loss, inaccuracy or corruption of data, loss of customers or prospects, loss of opportunity, loss of gain, increase in costs, absence or weak response to a commercial prospecting, without this list being exhaustive.
In the event of a dispute, Klox's records are proof of the purchases, services and Campaigns carried out on behalf of the Advertiser.
In any event, the overall amount of Klox's liability is limited, all generating events combined and over the term of the Contract to the reimbursement of the amount of sums actually paid by the Advertiser during the last six (6) months preceding the generating event. damage.
Finally, the Advertiser waives any recourse against Klox beyond a period of one (1) year after the occurrence of a harmful event.
The Advertiser reserves the right to end the current campaign by e-mail, without justification. Klox undertakes to stop the campaign within a maximum of 24 hours. In this case, the Advertiser will have to pay Klox the amount invested in proportion to the volumes delivered on the date of the campaign's end, Klox statistics being proof.
In any event, in the event of the dissemination of Advertiser Content or illicit Campaigns by the Advertiser, Klox reserves the right to interrupt the Klox Service and / or to delete the disputed Advertiser Content, without notice or compensation to the Advertiser, notwithstanding the option for Klox to pursue compensation for any damages of any kind.
The Contract expresses all the obligations and the agreement between the Parties and supersedes all other agreements, written or oral, concerning its subject.
In the event of nullity of a stipulation of the Contract, the other stipulations will remain in force. The Parties will then agree to adopt a new stipulation which will replace the provision concerned.
The Advertiser acts in his own name and for his own account. He has neither the power nor the authority to engage Klox in any way. None of the provisions of the Contract may be interpreted as creating, between the Advertiser and Klox, a mandate, a subsidiary, an agent or employee-employer relationship.
The Advertiser expressly authorizes Klox to use the Advertiser's name and / or brand for commercial reference, and to reproduce them in its promotional materials.
The Advertiser undertakes not to have an exclusive contract in progress with a company other than Klox concerning the provision of identical services or including clauses calling into question this contract.
Klox reserves the right to modify the content of these General Conditions at any time, on condition that it communicates or makes available to the Advertiser the new General Conditions.
The fact that one of the Parties does not require the application of any clause of the Contract can under no circumstances be considered as a waiver of the rights it holds under the Contract.
Klox reserves the right to assign all or part of its obligations to any third party of its choice.
In the event of force majeure within the meaning of article 1218 of the Civil Code, that is to say of an unforeseeable, irresistible event external to one or the other of the Parties, the obligations of the Party concerned will be suspended. for the duration of this cause. Initially, cases of force majeure will suspend the performance of the Contract. If the force majeure continues for more than one (1) month, this Contract will be terminated upon written notification RAR sent by one of the Parties, unless otherwise agreed between the Parties.
- LAW AND JURISDICTION
The Contract is governed by French law. Any dispute between the parties arising from the formation, interpretation, execution, termination or termination of the Contract will be brought before the competent Court of Paris, even in the event of multiple defendants or a guarantee call.