TERMS AND CONDITIONS
  Updated as of May 24, 2018

  In these Terms, the following expressions shall, unless the context otherwise requires, have the following meaning :
  1. DEFINITIONS
  "Ad(s)" or “Advertising(s)” mean(s) any advertisement material promoting the supply of goods and services that the Buyer wishes to insert within the Ad Placement specified in the IO on the BLACKPILLS Properties in accordance with the Terms.
  “Ad Placement(s)” mean(s) any link, banner, video or any other advertising placements format which is dedicated to host the Ads on the BLACKPILLS Properties as specified in the IO.
  “Ad Tag” means the HTML code (most often in JavaScript or I-Frame) used to call and display the Ad(s).
  “Advertiser" means the advertiser of the goods and/or services referred to in the Ads and designated in the applicable IO.
  “Affiliate(s)” mean(s), with respect to either party, any corporation, firm, partnership, person or other entity, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party.
  “Agency” means the advertising agency, the media buyer or other entity, named in the IO, representing the Advertiser and who has the authority to enter into these Terms and to execute an IO on behalf of the named Advertiser.
  "Buyer" means the person or entity placing and signing the IO (whether it is the Advertiser or the Agency) and billed by BLACKPILLS in accordance to terms set forth in Section 4 of the Terms.
  “Campaign End Date” means the last date for publication of the Ads (as specified in the IO) onto the Ad Placement.
  “Campaign Start Date” means the first date of publication of the Ads (as specified in the IO) onto the Ad Placement.
  “Campaign Duration” means the period between the Campaign Start Date and Campaign End Date (inclusive of both dates).
  “Campaign Specifications” means the Campaign End Date, the Campaign Start Date, and the Campaign Duration, together with the Campaign Total Cost, and any specifications stated in the IO regarding Ad formats, and the targeting and/or the delivery of the Ads on the BLACKPILLS Properties.
  “Campaign Total Cost” means the CPM, CPC and CPV together with any other Advertising campaign cost specified in the IO.
  “CPC” or “Cost-per-click” means the cost based on the number of clicks a specific Ad receives during the Campaign Duration on the BLACKPILLS Properties.
  “CPM” or “Cost-per-thousand” means the cost per 1000 Impressions of the Ad during the Campaign Duration on the BLACKPILLS Properties.
  “CPV” or “Cost-per-view” means the cost per 1 view of the Ad during the Campaign Duration on the BLACKPILLS Properties.
  “ BLACKPILLS Properties” means any websites, mobile websites, applications, mobile applications, players, owned or managed by BLACKPILLS as of the execution of the IO, that is made available on any known or future device including desktop, tablets, game consoles, connected TV, web portals.
  “ BLACKPILLS ” means BLACKPILLS SAS, a French company, with offices located 10 Avenue de la grande armée 75017 Paris, France.
  “Deliverable(s)” means the type and amount of Impressions, clicks and/or other desired actions to be served on the BLACKPILLS Properties as agreed between the parties in the IO.
  “Impression(s)” means the metric used to measure views of an Ad inserted on the BLACKPILLS Properties.
  “Insertion Order” or “IO” means the insertion order agreed to between BLACKPILLS and the Buyer and returned duly executed by the Buyer to BLACKPILLS, in order for Ads to be placed on the Ad Placement in accordance with these Terms and the Campaign Specifications.
  “Laws” means all applicable federal, state and local laws, ordinances and regulations.
  “Policies” means BLACKPILLS’s advertising criteria or specifications, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with BLACKPILLS’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the BLACKPILLS Properties on which the Ads are to appear), other advertising policies, and material due dates.
  “Technical Specifications” means the technical specifications for the display of advertising on the BLACKPILLS Properties, established by BLACKPILLS and which may be amended at any time by BLACKPILLS at its sole discretion.
  “Terms” means these terms and conditions.
  Third Party" means an entity other than the parties to these Terms, their respective Affiliates, and each of their respective directors, officers, employees and agents.

  2. INSERTION ORDERS AND INVENTORY AVAILABILITY

  2.1 Validity and conditions of the IO
  From time to time, the parties may execute an IO under which BLACKPILLS will deliver Ads provided by the Buyer to be displayed onto the Ad Placements in accordance with these Terms.
  The IO is established in a form provided by BLACKPILLS and will be binding only if accepted as provided in Section 2.1(c) below.
  Acceptance of the IO and these Terms will be made only upon the execution and return of the IO to BLACKPILLS by the Advertiser himself or the Agency placing the order with BLACKPILLS (i.e. by the Buyer).
  Each IO shall specify: (i) the identity of the Advertiser for whom the campaign is executed and billed; (ii) the identity of the Agency placing the IO on behalf of the Advertiser, in the event that it is not the Advertiser itself that is executing the IO; (iii) the type and name of the product(s) and/or service(s) to be promoted (if available); (iv)the Deliverables ; (v) the price(s) for such Deliverables; and (vi) the Campaign Specifications.
  The IO executed by the Buyer is strictly personal and cannot be assigned, even partially to a Third Party without BLACKPILLS’s express, prior written approval. Unless otherwise agreed in the IO, BLACKPILLS does not give under these Terms, any exclusivity to the Buyer and does not guarantee that a competitor of the Advertiser will not be present in an adjacent advertising placement during the Campaign Window.
  The IO gives BLACKPILLS the right to market, reproduce, display, transmit and perform the Ads on the Ad Placement and use Advertiser’s name and its trademarks on any advertising and promotional activities directed to BLACKPILLS’s current or potential clients. The IO gives BLACKPILLS’s users the right to access the Ads together with any content or material linked to the Ads.
  Buyer shall not resell the Ad Placement purchased in the executed IO to any third parties other than the Advertisers as defined herein, being agreed that any DSP, adnetwork or adexchange platform are expressly excluded from the definition of authorized Advertisers by BLACKPILLS.

  2.2 Inventory availability
  BLACKPILLS will make commercially reasonable efforts to notify the Buyer within two (2) business days of the receipt of an IO executed by the Buyer if the specified Deliverables are not available.

  2.3 Revisions or modifications of the IO
  By the Buyer: Revisions or modifications requested by the Buyer to an executed IO will not be binding unless accepted either by email or in writing by BLACKPILLS. Any revision or modification requested by the Buyer shall be addressed to BLACKPILLS at least 24 business hours before the earlier of (i) the Campaign Start Date or (ii) the display of the first Ad Impression by BLACKPILLS, unless otherwise agreed upon in the IO.
  By BLACKPILLS: BLACKPILLS will use commercially reasonable efforts to provide the Buyer with at least five business days prior notification of any material changes to the Ad Placement that would change the target audience or significantly affect the size or placement of the Ads specified in the affected IO. Should such a modification occur with notice, as Buyer’s sole remedy, Buyer may immediately cancel the remainder of the IO without penalty within the five-day notice period. If BLACKPILLS has failed to provide such five day prior notice, Buyer may cancel the remainder of the IO within 30 days of such modification, and in such case shall not be charged for any affected Ads delivered after such modification. In any event, the parties agree that BLACKPILLS will invoice the Buyer on the actual Ads’ cost delivery and not the Campaign Total Cost provided for in the IO if applicable.

  2.4 Ad servers
  The parties agree that all campaign delivery data and statistics including but not limited to traffic and Impressions will be provided according to numbers recorded by the BLACKPILLS ad-server.
  In the event BLACKPILLS agrees at Buyer’s request to use a Third Party ad server as specified in the IO during the Campaign Duration, all campaign delivery data and statistics (where relevant) will be provided according to numbers recorded by the Buyer, in the event of any discrepancies between data recorded by BLACKPILLS and data recorded by the Buyer the parties shall negotiate in good faith to resolve such discrepancies.
  In such event, the Buyer may not substitute, change or replace the Third Party ad server specified in the IO without BLACKPILLS’s prior written consent. The Buyer and BLACKPILLS agree to give reciprocal access to relevant nonproprietary statistics from their own ad servers, or if such is not available, provide weekly Ad Placement reports to each other.

  3. AD PLACEMENT AND POSITIONING
  BLACKPILLS will submit to the Buyer or otherwise make electronically accessible to the Buyer the Technical Specifications related to the Ad Placement within two business days of execution of the IO by BLACKPILLS. Buyer undertakes to comply with all Technical Specifications being agreed that BLACKPILLS shall not be liable for any delivery issue based on the nonconformity of Buyer’s Ads to the Technical Specifications.

  In the event that BLACKPILLS modifies the Technical Specifications of the already purchased Ad Placement after that two business days period following Buyer’s execution of the IO, Buyer may suspend delivery of the affected Ads for a commercially reasonable time in order to either: i) request that BLACKPILLS resize the Ads at BLACKPILLS’s cost and with final creative approval of the Buyer, within a reasonable time period to fulfill the guaranteed levels of the IO; or (ii) accept an alternate or comparable replacement for the affected Ads; or (iii) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five business days from the date of modification, immediately cancel the remainder of the IO for the affected Ads without penalty for either of the parties.
  BLACKPILLS will comply with the IO, including all Campaign Specifications, and will create a reasonably balanced delivery schedule. BLACKPILLS will serve, within the scope of the IO, the Ads onto the BLACKPILLS Properties that are specified in the IO when an Internet user visits such BLACKPILLS Properties. Except otherwise expressly agreed by BLACKPILLS in writing and specified in the IO, the Ad Placements on the BLACKPILLS Properties are subject to the sole discretion of BLACKPILLS.
  Ad delivery shall comply with any Campaign Specifications stated in the IO (if any). In the event that Ad delivery does not comply with any Campaign Specifications stated in the IO, Buyer will immediately notify BLACKPILLS of such deviations from the Campaign Specifications. As Buyer’s sole remedy, BLACKPILLS will make commercially reasonable efforts to correct such deviations within 24 hours of such notification. In the event that such corrections, if made, would materially and adversely impact the IO, the parties agree to negotiate in good faith mutually agreed changes to the IO that would address such impacts. In the event that the parties cannot reach an agreement on such changes within five business days from the implementation of such correction, the Buyer or BLACKPILLS may, upon the conclusion of such five business day period, immediately cancel such IO, without penalty for either party and in such event the parties agree that BLACKPILLS will invoice the Buyer on the actual Ads’ cost delivery and not the total agreed cost provided for in the IO.

  4. PAYMENT AND PAYMENT LIABILITY
  4.1 Invoices
  All payments will be inclusive of all fees, levies and taxes (including value added taxes, if anyand any newly created taxes that may be due to the diffusion of the Advertising) applicable by law.

  BLACKPILLS shall invoice the Buyer on a monthly basis with respect to the IO. For CPM, CPC and CPV campaigns, the invoices will be based on the actual Ads delivered. For fixed price campaigns, the amount of the invoices will be prorated according to the number of days the campaign was active during a given month. Each invoice shall indicate the real cost of each Impression provided by the Buyer on the Ad Placement.

  Invoices will be sent to Advertiser’s or Agency’s (where applicable) billing address as set forth in the IO, and the invoice will include information reasonably specified by Agency (when applicable) or Advertiser such as the IO number, Advertiser’s name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO.
  In accordance with the French Law n°93-122 dated 23 January 1993 (“LoiSapin"), and in the event Buyer is the Agency, BLACKPILLS may directly bill the Advertiser(s) and apply the rebates, discounts and generally speaking, all benefits of any kind granted as per the IO to Advertiser(s), and Buyer will ensure that all such rebates, discounts and other benefits will benefit to Advertiser(s) only.
  4.2 Payment Date
  The Buyer will make payment of the Campaign Total Cost and any applicable taxes (“Fees”) in one of the following currencies: (i) Euros (€); (ii) US Dollars (USD) within 30 days from the date of the corresponding invoice sent by BLACKPILLS, or as otherwise stated in a payment schedule set forth in the IO (“Payment Due Date”).
  Invoiced amounts not paid at the due date will, without prior notice, be subject to late payment penalties equivalent to the ECB rate plus ten points, in accordance with the provisions of Article L. 441-6 of the French Commercial Code. that the payment of a lump sum compensation for recovery costs of 40 (forty) Euros in accordance with the provisions of Article D. 441-5 of the Code of Commerce, BLACKPILLS having the further option to terminate the IO as of right to the exclusive wrongs and grievances of the Advertiser without the Advertiser being able to claim any compensation whatsoever.
  Late payment penalties are due the day following the settlement date on the invoice. In case of non-payment, the amount of the said interest and the compensation for recovery costs may, at the initiative of BLACKPILLS, be automatically offset with the amount of the rebates granted on invoice.
  The Total Amount will be deemed paid only upon receipt of the corresponding funds by BLACKPILLS.

  In case of non-compliance with the terms of payment, BLACKPILLS reserves the right to revise, suspend or cancel the discounts and discounts provided and / or any discount granted on invoice, and to terminate ipso jure, without compensation, any current IO. The Advertiser is then liable for the payment of the amount corresponding to the Ad Placements of Advertisements exploited.

  Full payment in advance (in whole or in part) by the Advertiser of the IO or a bank guarantee may be required by BLACKPILLS in the following circumstances:
  Investment made by a new client
  Investment made by a Buyer for which BLACKPILLS has identified in the past payment incidents
  Investment made by a Buyer for which BLACKPILLS has doubts about its solvency.

  The advance payment means that it must be made 10 (ten) business days before the first exploitation of an advertisement. In this case, a pro forma invoice will be sent to the Advertiser, with, if necessary, duplicate to the Agency, the final invoice being sent to the Advertiser at the end of the month in which the exploitation took place.

  4.3 Payment Liability
  When the Buyer is the Advertiser, the Advertiser is liable for payment of the Fees in the terms set forth in Section 4.2. In the event of non-payment of the Fees by the Advertiser on the Payment Due Date, BLACKPILLS reserves the right (i) to apply the penalties set forth is Section 4.2 (b) until the full payment of the Fees by the Advertiser and (b) to refer to Third Party debt collectors to seek and collect the payment of the Fees and penalties and (c) to withhold further IOs from the same Advertiser pending receipt of Fees.
  When the Buyer is the Agency, the Agency is liable for payments of the Fees under the terms set forth in Section 4.2. In the event of the non-payment of the Fees, prior to referring such non-payment of the Fees to Third Party debt collectors, BLACKPILLS reserves the right to seek and collect payment of the Fees directly from the Advertiser, as the Agency’s disclosed principal(s). If the outstanding balance is still not satisfied, BLACKPILLS reserves the right (i) to apply the penalties set forth is Section 4.2 (b) until BLACKPILLS has received the Fees in full; and (ii) to refer the matter to Third Party debt collectors in order to seek the payment of the Fees and penalties; and (iii) to withhold further IOs from the same Buyer pending receipt of the Fees. In no event shall such collections procedures relieve the Agency of liability for the debt.
  In both cases set forth in Section 4.2 (a) and (b), the Advertiser and Agency agree to pay all collection fees including attorneys' fees and court costs incurred to affect such collection.

  5. REPORTING
  BLACKPILLS shall make reporting available upon Buyer’s written request during the Campaign Duration, either electronically or in writing, unless otherwise specified in the IO. Reports must be broken out by day and summarized by creative execution, Ad Placement, and other variables defined in the IO, for example, Impressions and/or clicks. Once BLACKPILLS has provided the online or electronic report to Buyer, BLACKPILLS agrees that Buyer is entitled to reasonably rely on such report in order to invoice BLACKPILLS.

  6. TERMINATION
  Either party may terminate an IO at any time if the other party is in material breach of its obligations as specified hereunder that is not cured within ten days after written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Such early termination shall not relieve Buyer of amounts due to BLACKPILLS prior to the occurrence of such breach.
  7. MAKEGOODS
  BLACKPILLS will monitor delivery of the Ads, and will notify the Buyer either electronically or in writing as soon as possible (and no later than two weeks before the Campaign End Date unless the length of the campaign is less than two weeks) if BLACKPILLS believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for makegood consistent with these Terms.
  In the event that actual Deliverables for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any Ads (placement or creative unit), Buyer and BLACKPILLS will use commercially reasonable efforts to agree upon the conditions of a makegood flight either in the IO or at the time of the shortfall. If no makegood can be agreed upon, Buyer may execute a credit equal to the value of the under-delivered portion of the contract IO for which it was charged. In the event that Buyer has made a cash prepayment to BLACKPILLS, specifically for the campaign IO for which under-delivery applies, then if Agency and/or Advertiser is reasonably current on all amounts owed to BLACKPILLS under any other agreement for such Advertiser, Agency may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event shall BLACKPILLS provide a makegood or extend any Ad beyond the period set forth in the IO without prior written consent of Agency.
  If an IO contains CPC Deliverables, the predictability, forecasting and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available.

  8. AD MATERIALS
  It is Buyer’s obligation to submit to BLACKPILLS Advertising materials in accordance with BLACKPILLS’s then existing Policies.
  If Advertising materials are not received by the Campaign Start Date, Buyer will still be responsible for the media purchased pursuant to IO, if any, and BLACKPILLS will invoice the Buyer accordingly.
  Without limiting any rights or remedies granted to BLACKPILLS herein, BLACKPILLS reserves the right within its discretion to reject or remove from the BLACKPILLS Properties any Ads where the Advertising materials themselves or the site to which the Ad is linked, that in BLACKPILLS’s sole and reasonable judgment: (i) do not comply with the Policies; or (ii) , do not comply with any Law. In addition, BLACKPILLS reserves the right within its sole discretion to reject or remove from the BLACKPILLS Properties any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon BLACKPILLS or any of its Affiliates. In such last case, BLACKPILLS will make commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Buyer.
  If Advertising Materials provided by Buyer are damaged, not to BLACKPILLS’s specifications, or otherwise unacceptable, BLACKPILLS will use commercially reasonable efforts to notify the Buyer within two business days of its receipt of such Advertising Materials.
  BLACKPILLS will not edit or modify the submitted Ads in any way without Buyer’s approval, including but not limited to resizing the Ads. BLACKPILLS shall use all such Ads in strict compliance with these Terms and any written instructions provided by Buyer.
  Agency and Advertiser will not use BLACKPILLS’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms or of the IO without BLACKPILLS’s prior written approval.

  9. REPRESENTATIONS, WARRANTIES AND COVENANTS
  a. Mutual Warranties.
  Each Party represents and warrants at all times that: (i) it is duly organized and validly existing and in good standing under the laws of the place of its incorporation; (ii) it has full corporate power and authority to enter into the IO and to carry out the provisions hereof; (iii) it is duly authorized to execute and deliver the IO and duly authorized to perform its obligations and exercise its rights hereunder in particular that Buyer represents and warrants that it has all necessary licenses and clearances to use the content contained in its Ads.; (iv) the IO is a legal and valid obligation, binding and enforceable in accordance with its terms; and (v) the execution, delivery and performance of the IO does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any Law.Each Party will comply at all times with all Laws which are applicable to such Party’s performance of its obligations under this Agreement. Buyer shall use reasonable commercial efforts to require each Advertiser to comply with Laws applicable to such Advertiser’s acts and omissions.
  Each Party shall post on its respective website its privacy policies and adhere to their privacy policies, which abide by the applicable laws. Agency shall require each Advertiser to post on such Advertiser’s website its privacy policies and adhere to such privacy policies, which abide by Laws.

  b. Buyer’s warranties
  b.i. Buyer represents and warrants that the Ads served into the BLACKPILLS Properties pursuant to this Agreement shall (i) not contain any indecent, obscene, or pornographic material, drugs, gambling, hate speech, racist, libelous, defamatory, contrary to public policies, spam, malicious code, highly explosive subject matter or any illegal subject matter or activities or any other content that does not meet applicable advertising regulations and any content contrary to applicable laws and regulations in the applicable territory, (ii) be free of any "virus", "Trojan Horse", malware, or any other malicious code as such terms are understood in the computer industry, (iii) comply with all applicable Laws (iv) not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy and (v) comply with all Policies.
  b.ii. Buyer shall not use the BLACKPILLS Properties for any purpose that is unlawful or prohibited by the IO.
  b.iii. Buyer agrees that BLACKPILLS, BLACKPILLS Properties, BLACKPILLS’s brand, content, context, BLACKPILLS’s specific clickstream data, visitors, and/or visitor-entered information (collectively “Data”) shall be Confidential Information under this Agreement. Buyer may only use and share Data (x) to perform its obligations under the IO; and (y) for internal planning, campaign planning, qualitative campaign evaluation, scheduling and reporting. Buyer shall not use the Data to create segments regarding BLACKPILLS, BLACKPILLS Properties and BLACKPILLS’s brand.
  b.iv. Under no circumstances shall Buyer (x) retarget any user based upon BLACKPILLS’s brand, and (y) resell or otherwise transfer Data to any Third Party except as otherwise permitted herein. Buyer shall also be restricted from targeting a visitor based on a single visit to BLACKPILLS Properties as the sole criteria for Buyer’s delivery of an Ad; provided, however it is understood that this restriction does not apply to an Advertiser’s website on which Advertiser has directed Buyer to conduct a re-targeting campaign.
  b.v.	Under	no	circumstances	shall	Buyer	modify	or	alter	the	Advertising	formats	and	the	corresponding	technical specifications made available in the Ad Placement, in particular the skip button that might be associated to the Advertising formats proposed in the Inventory at BLACKPILLS’s sole discretion.
  All ownership rights, title, and interest in and to the BLACKPILLS Properties, as such may be modified, upgraded, and/or enhanced from time to time will remain with and belong exclusively to BLACKPILLS.
  In a more general manner, each Party retains any and all pre-existing right, title and interest in and to its website(s), name, trademarks, intellectual property, websites, players and all components thereof. The IO shall not be construed in any manner as transferring any rights of ownership of or license to the foregoing, and/or to the features or information therein, except as expressly set forth in the IO. All rights not expressly granted are reserved. Under no circumstances will the IO be construed as granting, by implication, estoppel or otherwise, a license to any intellectual or other property or components thereof other than as specifically granted in this IO.
  If data is provided to Buyer by BLACKPILLS to create or specify targeted segments for Buyer, Buyer shall have no right, title, or interest in or to any such data other than to use such data only in connection with the relevant transaction with Buyer. In addition, any data received by Buyer in connection with this Agreement shall be limited to use solely as permitted herein, and shall not be used to create segments, nor be used, modified, disassembled, decompiled sold or reproduced in any fashion.
  Buyer represents and warrants that it shall, at all times respect all applicable Laws with regards to data collection and tags implemented to collect such data.
  BLACKPILLS represents and warrants that BLACKPILLS has all necessary permits, licenses, and clearances to sell the Ad Placement specified in the IO.

  10. RIGHT OF REFUSAL
  BLACKPILLS reserves the right to refuse or cancel at any time without payment of compensation for any reason whatsoever, any advertisement that would involve its responsibility, its ethics or that it considers contrary to its editorial or commercial interests
  It also reserves the right to refuse to broadcast any advertisement which would lead to the direct or indirect promotion of one of its competitors or which involves reminders or elements of a program whose rights are held by one of its competitors, or in which there is an animator, a known collaborator, a program ... of one of his competitors.
  In general, BLACKPILLS reserves the right to refuse any advertisement containing elements that could affect the rights and interests of others.
  11. INDEMNIFICATION
  When the Buyer is the Advertiser, Advertiser agrees to defend, indemnify and hold harmless BLACKPILLS, its Affiliates and their respective directors, officers, employees and agents from any and all losses (including reasonable attorney fees) incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser’s breach of the Terms and Conditions or an IO, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.
  When the Buyer is the Agency, the Agency represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and each IO. Agency agrees to defend, indemnify and hold harmless BLACKPILLS its Affiliates and their respective directors, officers, employees and agents from any and all losses incurred as a result of Agency’s alleged breach of the preceding sentence.5/6
  12. LIMITATION OF LIABILITY

  In no event will BLACKPILLS be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of the IO, even if BLACKPILLS has been advised of the possibility of such damages.

  13. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

  BLACKPILLS, the Advertiser and the Agency agree on the confidentiality of the negotiated conditions and, more generally, any technical, financial, legal or commercial information and documents exchanged for the purpose of signing and / or OI or any other contractual document and undertake to maintain them as such vis-à-vis third parties.

  14. PERSONAL DATA
  The personal data concerning the employees of the Advertiser and / or the Agency, registered as part of the purchase of Ad Placements on BLACKPILLS Properties, are necessary to take purchases into account. They may be used to provide information about BLACKPILLS Properties, Ad Placements and BLACKPILLS Property Programs, and more broadly to the advertising market in general. This personal data, whose access is secure, are intended for BLACKPILLS and the subcontractors involved in the purchase of Spaces on the BLACKPILLS Properties.  By accepting the General Terms and Conditions for the use of BLACKPILLS services, Buyer indicates his agreement that BLACKPILLS can collect and process the personal data concerning the employees of the Advertiser and/or the Agency for the purpose of performance of this Agreement.
  In accordance with the applicable data protection regulation and in particular the French Act 78-17 of 6th January 1978 on Data Processing, Data Files and Individual Liberties as amended by the European regulation on the personal data protection of 14th April 2016, the advertiser's collaborator and / or the Agency has the right to access, oppose, modify, rectify and delete data concerning him. To exercise this right, he can send a request by e-mail to the controller Blackpills at the following address: contact@blackpills.com.
  The Buyer is informed that in the event that the advertiser's collaborator and / or the Agency requests the erasure of his personal data, Blackpills may nevertheless retain certain personal data necessary for legitimate commercial interests, such as the detection of anomalies and the improvement of security; retain and use the data to the extent necessary to comply with its legal and regulatory obligations; retain residual copies of data on backup systems for a limited period of time.

  The Buyer is informed that personal data may be transferred outside the European Union, in strict compliance with the conditions provided by the regulations in force.

  15. MISCELLANEOUS
  a. 	The Buyer shall not assign or transfer any of its rights or obligations hereunder, nor attempt to assign or transfer such rights or obligations without BLACKPILLS’s prior written approval will be null and void. All terms and provisions of these Terms and each IO will be binding upon and inure to the benefit of BLACKPILLS and the Buyer hereto and their respective permitted transferees, successors and assigns.
  b.	These Terms and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be signed by scan, e-mail and in multiple copies, and all of which together shall constitute one and the same document.
  In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO shall prevail. All IOs shall be governed by the laws of France.
  Any dispute relating to the validity, interpretation, execution or termination of these Terms that can not be resolved amicably within one (1) month of its occurrence, will be subject to the exclusive jurisdiction of the competent court of Paris, notwithstanding the plurality of defendants, incidental claim, warranty claim, emergency procedure, interim relief or petition.

  In the event any portion of these Terms and Conditions is deemed to be invalid or unenforceable, such portion shall be deemed severed and the parties agree that the remaining portions of these Terms and Conditions shall remain in full force and effect.

  A waiver by either Pparty of any of the terms and conditions of these Terms and Conditions in any one instance shall not be construed to be a waiver of such term or condition in the future, nor of any other breach or stipulations thereof. All remedies, rights, undertakings, obligations, and terms contained in these Terms and Conditions shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation, or agreement of either party.

  All notices to BLACKPILLS and Agency shall be sent to the contact as noted in the IO with a copy to be sent to BLACKPILLS’s legal department (jp@blackpills.com). All notices to Advertiser shall be sent to the address specified on the IO.
  Sections 4, 7, 10, 11, 12 and 13 shall survive termination or expiration of this Agreement and Section 5 shall survive for 30 days after the termination or expiration of these Terms. In addition, each Party shall return or destroy the other Party’s Confidential Information and remove Advertising Materials and Ad Tags.
  Terms and Conditions BLACKPILLS 2018 – Applicable on March 1, 2018