Terms & conditions of sale and use

ARTICLE 2 - SCOPE, ENTRY INTO FORCE AND MODIFICATION

The TCSU apply, without restriction or reservation, to all Services offered by the Service Provider to the Customer. The Service Provider reserves the right to publish, in particular on its website accessible at the following address www.gotothegrid.com/en/terms-conditions-of-sale-and-use, new TCSU, which will apply to the Services as from their entry into force. The present TCSU only apply to Services performed in mainland France.

ARTICLE 3 - ORDERING AND SUBSCRIBING TO SUBSCRIPTIONS AND PAID OPTIONS

The free advertisement posting service offered by the Service Provider is accessible to all Site Visitors, subject to acceptance of these TCSU.

Subscription or Paying Option:

• is subject to the formation of the Contract and acceptance of these TCSU in their entirety;
• is formalized by an e-mail confirming the Order following the payment made on the Service Provider's Site in collaboration with Stripe.

The Contract is only definitive once the Service Provider has sent the Customer confirmation of the Order by email within a maximum of 24 hours.

Receipt of the Order confirmation email by the Customer constitutes proof of the Customer's commitment to enter into the Contract and to pay the full price of the Paying Option or Subscription.

The Service Provider reserves the right to cancel or refuse any Order from a Customer with whom there is a dispute relating to the payment of a previous Order.

ARTICLE 4 - RIGHT OF WITHDRAWAL

By accepting the present TCSU, the Customer expressly acknowledges that he is aware that the right of withdrawal provided for in article L.221-18 of the French Consumer Code does not apply to the performance of the supply of Services included in the Paid Options and Subscriptions on the grounds that these have begun to be performed with his agreement as soon as the Order has been finalized and therefore before the end of the period of seven (7) clear days provided for in article L121-20 of the French Consumer Code.

ARTICLE 5 - FINANCIAL CONDITIONS FOR SUBSCRIPTIONS AND PAYING OPTIONS

5.1 Price and revision

The price that the Customer agrees to pay the Service Provider for the Subscription and the Paid Options is the price accepted on the Site at the time of the Order. Prices are given in Euros (EUR) and include VAT. The prices in force are those shown on the information provided by the Service Provider on the date of confirmation of the Order. Prices take into account any discounts offered by the Service Provider on its Site. These prices are firm and non-revisable during their period of validity. The Service Provider reserves the right to modify prices at any time outside the validity period. In the event that the price of a Subscription is revised, the Customer will be informed by e-mail at least fifteen (15) days before the new price comes into effect. These new rates apply only to the renewal of the Subscription. In the absence of a response from the Customer before the tariff revision comes into effect on the Subscription expiry date, the Customer will be deemed to have accepted it. The Customer must then pay the revised price as notified by the Service Provider. In the event of express refusal by the Customer before the tariff revision comes into effect, the Customer will have the option of terminating the Subscription in accordance with the terms and conditions of article 6.2 (Commencement, duration and end of Subscription). An invoice is drawn up by the Service Provider and sent to the Customer by e-mail when the Order is confirmed.

5.2 Terms of payment

The Subscriptions and Paying Options offered by the Service Provider are provided to the Customer in return for a price. The price is payable in cash on the day the Order is placed by the Customer via secure payment, in accordance with the following terms and conditions:

• Credit card;
• SEPA Direct Debit (for Subscriptions only);
• Bank transfer; and
• Wallets (Apple Pay, Google Pay, PayPal)

Payments must be made in Euros (EUR - €) and all bank charges are at the customer's expense. In the event of non-payment by the agreed due date, the Customer (i) will be charged, without the need for a reminder letter, late payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points, calculated per monthly payment, (ii) will automatically be liable for a fixed indemnity for collection costs of forty (40) euros, in accordance with articles L.441-6 I. and D.441-5 of the French Commercial Code.

ARTICLE 6 - PROVISION OF SERVICES

6.1 Access to Services

Access to the Services is subject to a personal, confidential and non-transferable Identifier. The Service Provider undertakes to do its utmost to ensure that the Customer keeps the Identifiers secret and that they are not disclosed in any form whatsoever to other persons. Any use of the Customer's access to the Services by an unauthorized person shall render the Customer liable.

The Service Provider reserves the right to replace one of the Services by another equivalent in quality and content, and the Customer will be informed in advance and retains the right to request termination of the Subscription under the conditions set out in article 6.2 (Commencement, duration and end of Subscription).

The Service Provider reserves the right to suspend access to the Services immediately and without notice in the event of force majeure, attempted intrusion or breach of security of the Platform.

The Service Provider also reserves the right to cancel a Service altogether. In this case, the Customer will be informed and reimbursed for any sums paid corresponding to the remaining duration of the Paying Option.

6.2 Commencement, duration and termination of Subscription

The Customer can take out an Annual Subscription or a Monthly Subscription on the Site.

The Subscription start date is that shown on the invoices sent to the Customer and corresponds to the date on which the specific Services associated with the Subscription are made available to the Customer, in particular the Paid Ad credit.

The Subscription comes into effect on the day it is taken out. The Subscription is for a period determined at the time of subscription, tacitly renewable for periods identical to the initial Subscription.

In the event that a new Subscription is taken out with an existing Customer, the Subscription start date will henceforth be that of the first invoice issued following subscription of the new Subscription, and the billing cycle will be reset.

However, the Customer may modify or terminate the Subscription at any time up to three (3) calendar months prior to the expiration of the current Subscription period:

• by e-mail to the following address: contact@gotothegrid.com.

The Customer's request for cancellation will be confirmed by email from the Service Provider. Cancellation will only be effective from the Subscription anniversary date.

6.3 Availability and maintenance

The Site is accessible 24 hours a day, 7 days a week, except in cases of force majeure or events beyond the control of the Service Provider, and subject to maintenance and updating necessary for the proper functioning of the Site.

The Customer is hereby informed that the Services may be suspended without notice every day for such maintenance and updating operations.

However, the Customer is informed that connection to the Services is via the Site. The Customer is aware of the technical hazards that may affect this network and lead to slowdowns or unavailability, making connection impossible.

The Service Provider cannot be held responsible for any difficulties in accessing the Services due to disruptions in the Site.

For technical assistance, the Customer may contact the Service Provider by e-mail at the following address: contact@gotothegrid.com

ARTICLE 7 - COMMITMENTS OF VISITORS, CUSTOMERS AND ADVERTISERS

The Services made available to Visitors, Customers and Advertisers by the Service Provider on the Site are protected by intellectual property rights.

No Service may be used by Visitors, Customers or Advertisers outside the limits and conditions set forth in these TCSU.

It is specified that it is possible for the same person to benefit from the cumulative qualities of Visitor, Advertiser and Customer, or from two of these three qualities.

7.1 Visitor commitments

The Visitor expressly undertakes:

• to respect the TCSU in its entirety;
• to use the Services strictly only for its Advertisements;
• not to infringe the intellectual property rights held by the Service Provider on its Site;
• not to reconstitute or attempt to reconstitute, from the Services, a database intended to offer directly or indirectly, free of charge or against payment, the same or a comparable service, to unauthorized persons, and/or to distribute or sell, in any manner whatsoever, information for the purpose of helping a person to reconstitute, in whole or in part, such a database or an equivalent service;
• not to use the names "AUDIAWEB" and/or "Go To The Grid" without the prior and express authorization of the Provider;
• to maintain the confidentiality of its User ID and take the necessary measures to ensure that no third party, in any capacity whatsoever, has access to its access code and/or password and can thus illicitly access the Services; and
• to inform the Service Provider immediately of any loss, theft or unauthorized use of the Identifiers, so that the Service Provider can immediately take all appropriate measures to remedy the situation.

Any other use is expressly reserved to the Service Provider, in particular any substantial extraction of the Information, any reproduction, communication, distribution, sale or rental of the Information to third parties, any adaptation or translation of the Information, any use of the Information in the form of press panoramas or any text or data mining activity. Any use not covered by these TCSU may, where applicable, be subject to specific and express authorization from the Service Provider or its assignees.

7.2 Advertiser commitments

The Advertiser expressly undertakes:

• to use the Services strictly only for its own Advertisements and not for those of third parties;
• not to commit any offense or attempt to commit any offense or to undermine public order or morality through the use of the Services and in particular through the publication of its Advertisements; and
• not to infringe the image rights or intellectual property rights of Third Parties through the use of the Services and in particular through the publication of its Advertisements.

7.3 Customer commitments

The Customer expressly undertakes:

• to pay the price of its Paying Option or Subscription in accordance with article 5 of these TCSU.

ARTICLE 8 - DEFAULT BY ONE OF THE PARTIES

In the event of subscription to a Paying Option or Subscription, the Contract may be automatically terminated by either Party in the event that the other Party fails to comply with its obligations.

Termination of the Contract shall be effective upon expiry of a period of thirty (30) days from notification by one Party, by registered letter with acknowledgement of receipt, of a breach by the other Party of one of its obligations.

In particular, the Service Provider may terminate the Contract automatically and without notice in the event of :

• non-payment of an invoice by the Customer;
• breach by the Customer of its commitments, in particular those described in article 7 (Commitments of Visitors, Customers and Advertisers); and
• attempted intrusion or breach of the Site's logical integrity.

Any simultaneous connections observed on the Site or activities on the Site exceeding a level of activity in accordance with its Contract may give rise to the interruption of Services or to the ex officio application of charges corresponding to the Services used unduly.

It is expressly agreed between the Parties to exclude the application of article 1226 of the French Civil Code, the only possibility of resolution or termination being therefore the implementation of the resolutory clause in the preceding paragraph.

ARTICLE 9 - SERVICE PROVIDER'S LIABILITY - WARRANTY

The Service Provider will refund the Customer or rectify (as far as possible) as soon as possible and at its own expense, the Services whose lack of conformity has been duly proven by the Customer.

The Service Provider guarantees the Customer, in accordance with legal provisions and without additional payment, against any lack of conformity or hidden defect.

Article 9.1 - Legal warranty of conformity

The Service Provider undertakes to provide a Service that complies with the contractual description and any regulations applicable in France.

It is liable for any lack of conformity existing at the time the Services are provided.

In the event of non-conformity, the Customer may demand that the defective Services be brought into conformity, that a new conforming Service be supplied free of charge or, failing this, that the price be reduced or that the sale be rescinded, in accordance with the legal conditions.

It may also suspend payment of all or part of the price or the delivery of the benefit provided for in the contract until the Service Provider has fulfilled its obligations under the legal warranty of conformity, under the conditions of articles 1219 and 1220 of the French Civil Code.

In order to assert its rights, the Customer must inform the Service Provider, in writing, of the existence of defects in conformity within a maximum period of thirty (30) days from the provision of the Services.

It is also the Customer's responsibility to ask the Service Provider to bring defective Services into conformity or to supply a new, compliant Service free of charge. The defective Service will be brought into conformity within a period not exceeding thirty days following the Customer's request.

If the requested compliance is impossible or involves disproportionate costs under the conditions set out in Article L.217-12 of the French Consumer Code, the Service Provider may refuse to comply.

If the conditions set out in article L.217-12 of the French Consumer Code are not met, the Customer may, after formal notice, pursue the forced execution in kind of the solution initially requested, in accordance with articles 1221 et seq. of the French Civil Code.

Finally, the customer may demand a price reduction or rescission of the sale (unless the lack of conformity is minor) in the cases provided for in article L.217-14 of the French Consumer Code.

Where the lack of conformity is so serious that it justifies a reduction in price or the immediate cancellation of the sale, the Customer is not obliged to first request that the defective Services be made compliant or that a new, compliant Service be supplied free of charge.

The price reduction is proportional to the difference between the value of the Service provided and the value of this service in the absence of the lack of conformity.

In the event of cancellation of the sale, the Customer will be reimbursed for the price paid within the following fourteen days at the latest, using the same means of payment as the one used by the Customer at the time of payment, unless the Customer expressly agrees otherwise, and in any event at no additional cost.

The foregoing provisions are without prejudice to the possible award of damages to the Customer for any loss suffered by the latter as a result of the lack of conformity.

Article 9.2 - Legal warranty against hidden defects

The Service Provider is liable for latent defects within the scope of the legal warranty against latent defects resulting from a design or manufacturing defect in the Services ordered.

The customer may decide to invoke the warranty against hidden defects in the Services in accordance with article 1641 of the French Civil Code; in this case, he may choose between rescission of the sale or a reduction in the sale price in accordance with article 1644 of the French Civil Code.

ARTICLE 10 - INTELLECTUAL PROPERTY

The Service Provider retains ownership of all intellectual property rights to studies, drawings, models, prototypes, etc., produced (even at the Customer's request) with a view to providing the Services to the Customer.

The Customer therefore refrains from reproducing or exploiting said studies, drawings, models and prototypes, etc., without the express, written and prior authorization of the Service Provider, which may be subject to a financial consideration.

ARTICLE 11 - UNFORESEEN CIRCUMSTANCES

In the event of a change in circumstances unforeseeable at the time of conclusion of the contract, in accordance with the provisions of article 1195 of the French Civil Code, the Party which has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor.

In particular, such a revision proposal may be made if it appears that, since the date on which the latest rates applicable to the Contract were set, the variation in costs borne by the Service Provider (in particular increases in the cost of equipment, electricity, labor, data transmission).

ARTICLE 12 - FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, is due to force majeure, as defined in article 1218 of the French Civil Code, or to exceptional health or climatic hazards beyond the control of the Parties, which it is up to the Customer, who is solely responsible for the choice of Services requested, to verify.

ARTICLE 13 - PRE-CONTRACTUAL INFORMATION - CUSTOMER ACCEPTANCE

The Customer acknowledges having been informed by the Service Provider in a legible and comprehensible manner, by means of the provision of these TCSU, prior to his immediate purchase or the placing of the order and in accordance with the provisions of article L.111-1 of the French Consumer Code,

• on the essential characteristics of the Service, enabling him to acquire them with full knowledge of the facts. The Customer is required to refer to the description of each Service in order to know its properties and essential particularities;
• on the price of the Services and ancillary costs or, in the absence of payment of a price, on any benefit provided instead of or in addition to it and on the nature of this benefit;
• on the terms of payment, supply and performance of the Contract;
• in the absence of immediate execution of the contract, on the date on which or the period within which the Service Provider undertakes to provide the Services ordered;
• information concerning the identity of the Service Provider, its postal, telephone and electronic contact details, and its activities, if these are not apparent from the context;
• Information on legal and contractual warranties and how to make use of them;
• on the existence and terms and conditions of warranties (legal warranty of conformity, warranty against hidden defects, any commercial warranties) and, where applicable, after-sales service;
• on termination and other important contractual terms and conditions and, where applicable, on the costs of using remote communication technology, the existence of codes of conduct and financial sureties and guarantees;
• on accepted means of payment;
• on the possibility of resorting to conventional mediation in the event of a dispute.

The fact that the Customer orders a Service implies full acceptance of these GCSU and the obligation to pay for the Services ordered, which is expressly recognized by the Customer, who waives, in particular, the right to rely on any contradictory document, which would be unenforceable against the Service Provider.

ARTICLE 14 - PROTECTION OF PERSONAL DATA

The Service Provider undertakes to strictly apply the regulations on the protection of personal data, namely in particular - as a company subject to French law - Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms, as amended (known as the “Loi Informatique et Libertés”) as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, known as the General Data Protection Regulation (hereinafter the "GDPR").

Visitors, Advertisers and Customers are therefore invited to carefully read the Privacy Policy, the purpose of which is to define the rules applicable to the collection, processing and transfer of personal data.

For all requests for information, please use the following e-mail address: contact@gotothegrid.com, specifying the customer reference and/or consult the website of the French data protection authority (Commission Nationale de l'Informatique et des Libertés).

Some of the data collected and processed by the Service Provider is necessary to enable the Service Provider to pursue the purposes described in this privacy policy, and in particular for the provision of Services or the management of Subscriptions. Consequently, failure to provide such information may prevent the Service Provider from providing the Services, in particular consultation of the Site. The Service Provider may not be held responsible for such an impediment in the event of refusal to communicate data.

ARTICLE 15 - COOKIES

The cookie policy available in our Privacy Policy (see dedicated paragraph) provides Customers with information on how the Service Provider uses "cookies" or "tracers". These cookies help us to understand how customers interact with the Site, and thus to improve the experience and use of certain Services.

The Cookie Policy also provides information on how third parties may use these technologies in association with the Service Provider.

The use of certain tracers or cookies is necessary to enable the Visitor to access the Services and his personal space. The Service Provider may not be held liable in the event that the Visitor is unable to access the Services or his personal space as a result of objecting to the use of these tracers or cookies.

ARTICLE 16 - TRADEMARKS

The Service Provider and the Customer are each the sole and exclusive owners of the rights to their names, trademarks and logos. Neither Party will issue any press release without the approval of the other Parties. However, a Party may use the name, logo or trademark of the other Parties for promotional purposes, in particular to announce the conclusion of the contract, or to describe the Services in general terms, whether in its internal, commercial or promotional documentation, its website, or in presentations or commercial proposals. This use is subject to strict compliance by the Party using the graphic charter of the other Party.

ARTICLE 17 - EVIDENTIARY AGREEMENT

The data and information collected by the Service Provider during the formation of the Contract (in particular the acceptance of the Contract, the commissioning of access to the Services or to the customer area) as well as the connection, browsing, downloading and more generally usage data of Customers are kept by the Service Provider as evidence. These data are archived by the Service Provider on a reliable and durable medium. Such information and data shall be deemed authentic between the Parties until proven otherwise.

In this respect, the Customer is informed that the Service Provider may collect the IP addresses and connection data of computer equipment accessing the Services, in particular for the purposes of controlling access, enforcing the Service Provider's rights and proving the performance and/or any breach of the Contract or the Service Provider's rights.

ARTICLE 18 - APPLICABLE LAW AND DISPUTES

These TCSU and any transactions arising therefrom are governed by French law and are subject to the jurisdiction of the French courts.

Any complaint, in particular concerning the implementation of the guarantees applicable to the contract, may be addressed to the following address:

Any disputes that may arise concerning the formation, interpretation, performance or termination of the Contract concluded between the Service Provider and Visitor, Advertiser or Non-Professional Customer may, at the request of one of the Parties, and prior to any legal proceedings, be submitted to a mediator, in accordance with the regulations in force.

In accordance with Article L.612-1 of the French Consumer Code, within one (1) year of submitting a written complaint to the Service Provider, the consumer may, subject to Article L.612-2 of the French Consumer Code, submit a request for amicable resolution by mediation.

Out-of-court settlements are optional, and the customer retains the right to bring the matter before the competent courts at any time.

These TCSU are the exclusive property of AUDIAWEB and any reuse is prohibited.