Terms — Monamedia

Preamble

This document constitutes a common set of general terms applicable to all contractual relationships between MONAMEDIA SARL and any person or entity contracting with it in connection with its services.

It aims to frame, in a uniform manner, the reciprocal rights and obligations between MONAMEDIA and the User, meaning any natural or legal person who has entered into a contract for the supply, collaboration or operation of MONAMEDIA solutions.

It applies in principle in addition to the signed main contract and constitutes a contractual basis enforceable against any User.

1. Definitions

The following terms, when used in these General Terms (hereinafter the “GT”), have the following meaning, whether used in the singular or the plural:

“MONAMEDIA”: means the company MONAMEDIA, a company under Monegasque law whose registered office is at 4 rue des Lilas, MBP, 98000 Monaco, and which operates the technical, commercial and logistics platform accessible at http://www.monamedia.mc/

“User”: means any natural or legal person accessing or using the MONAMEDIA platform in any capacity whatsoever, whether as an individual user (B2C) or a professional partner (B2B).

“B2C Customer”: means any natural person acting outside a professional framework who has subscribed to an advertising distribution offer on their personal television via the MONAMEDIA box.

“B2B Partner”: means any professional entity (company, business, institution) that has one or more screens and has signed an advertising distribution contract with MONAMEDIA.

“MonaApp”: means the mobile application published by MONAMEDIA enabling Users (B2C or B2B) to access their account, monitor screen performance and interact with the services offered.

“MONAMEDIA Box”: means the technical equipment provided by MONAMEDIA (or acquired by the customer) enabling the distribution of advertising banners on connected screens.

“L-Banner”: means the standard advertising format distributed by MONAMEDIA, in the form of a discreet ten (10) second banner appearing at the bottom of the screen.

“MONAMEDIA Platform”: means all services accessible via the website www.monamedia.mc, MonaApp, or any other digital medium published by MONAMEDIA.

“Remuneration”: means the sums paid by MONAMEDIA to an eligible User in consideration for the use of one or more screens for advertising purposes.

“Payment Service Provider”: means any authorised actor involved in processing financial flows between MONAMEDIA and its Users. MONAMEDIA neither handles nor holds the funds transferred.

2. Scope of application

These General Terms (the “GT”) govern access to, use of and the operating terms of the MONAMEDIA platform as operated by MONAMEDIA.

They apply, without restriction or reservation, to any person accessing the platform, and in particular to the following categories of Users:

– B2C Customers, individuals using a personal television to display advertising banners via the MONAMEDIA box; – B2B Partners, companies or professional entities with screens on their premises collaborating with MONAMEDIA under an advertising distribution contract;

The GT supplement, as the case may be, the specific contracts concluded between MONAMEDIA and the User (B2C Contract, B2B Contract, or Contract), which prevail in the event of contradiction.

Access to and use of the platform presuppose full and unconditional acceptance of these GT. If the User does not accept all or part of these provisions, they must not access the services.

MONAMEDIA reserves the right to update these GT at any time, in accordance with the rules applicable to each contractual typology.

3. Access to the service

Access to the services offered by MONAMEDIA is subject to the following criteria, which vary according to the User’s profile.

3.1 – General eligibility conditions

Every User must: – have the legal capacity to contract; – accept without reservation these GT and, where applicable, the specific contractual conditions applicable to them; – provide accurate, verifiable and up-to-date information when registering or activating their account; – not have been previously excluded from the MONAMEDIA platform for contractual breach or fraudulent behaviour.

3.2 – Access for B2C Customers

Access to the service is reserved for adults residing in France or Monaco, with a compatible television and a stable Internet connection. The B2C Customer must activate their box via the MonaApp application and accept the remuneration terms provided in the B2C contract.

3.3 – Access for B2B Partners

The B2B Partner must be a registered legal entity, have one or more screens in a professional setting, and sign a specific contract with MONAMEDIA. Installation of boxes may be carried out by MONAMEDIA or by the Partner, depending on the chosen offer. Access to the professional back-office is granted to any customer with a valid Monamedia account, regardless of possession or activation of Monamedia hardware or a Monamedia box.

The customer may at any time subscribe to complementary services (StarterPack, Monapack, EventPack or any future offer) either online or through a duly authorised representative. This subscription is autonomous and is not conditioned on activation or use of Monamedia hardware.

3.4 – Suspension or refusal of access

MONAMEDIA reserves the right to suspend, restrict or refuse access to all or part of the service in the event of: – non-compliance with these GT or a specific contract; – abusive or diverted use of the platform’s tools; – suspicion of fraud, simulated distribution, or behaviour contrary to commercial ethics.

Suspension gives rise to no indemnity, subject to specific contractual provisions applicable to the relevant profile.

4. Description of the service

MONAMEDIA operates a hybrid technology platform, accessible via its website, its MonaApp mobile application and its professional tools, enabling its Users to generate revenue or commissions through the distribution of advertising content or commercial introductions.

4.1 – Distribution of advertisements on personal or professional screens

MONAMEDIA’s main service consists in enabling the distribution of discreet advertising banners (“L-Banners”) on televisions connected to a specific box supplied or validated by MONAMEDIA. Each L-Banner corresponds to a ten (10) second advertisement, displayed at the bottom of the screen, limited to one minute per hour of actual operating time.

This distribution entitles, depending on the User’s profile, to variable remuneration determined in the applicable contract.

4.2 – MonaApp application

The MonaApp application enables Users to: – view the performance of their screens in real time; – consult the balance of their remuneration or commissions; – access their activity history, contractual documents and complementary features (Watch2Help, MonaMaker referral, customer support).

Use of the application requires an activated and validated user account.

4.3 – Professional interface and B2B modules

B2B Partners have dedicated professional access enabling them to: – manage their screen fleet, consult distributed volumes and related revenues; – activate specific commercial options (Monapack, EventPack, StarterPack);

Activation of these services requires prior signature of a specific B2B contract.

4.4 – Excluded or non-guaranteed services

MONAMEDIA does not provide Internet access nor maintain Users’ televisions. Proper functioning of the service depends on network connection quality, technical compatibility of equipment, and compliance with installation conditions.

MONAMEDIA reserves the right to modify, suspend or withdraw certain features, provided it informs the Users concerned within a reasonable time.

5. User commitments

Each User undertakes to use MONAMEDIA’s services responsibly, fairly and in accordance with their contractual purpose.

5.1 – Accuracy of information provided

The User warrants the accuracy, sincerity and currency of the information they communicate to MONAMEDIA when registering, activating their account or updating their data. They undertake to notify without delay any change likely to affect proper functioning of the service (e.g. change of address, screen, bank details, or professional situation).

5.2 – Technical compliance and fair use

The User undertakes to: – use compatible and correctly installed equipment, conforming to MONAMEDIA’s specifications; – keep their box powered, connected and functional, except in cases of force majeure or technical incident beyond their control; – not disrupt, alter or circumvent distribution, measurement or remuneration mechanisms.

5.3 – Prohibition of fraud and simulation

The User is strictly forbidden to: – artificially simulate the operation of a television (devices left on without real use, automation, looped rebroadcast, etc.); – divert the tools using emulators, scripts, manipulation software or unauthorised systems; – reproduce, copy or hack the code of the box or MonaApp.

In the event of serious suspicion, MONAMEDIA reserves the right to suspend or deactivate the account and to claim restitution of sums unduly received.

5.4 – Respect for MONAMEDIA’s rights and image

The User refrains from any communication, reproduction or use of MONAMEDIA’s name, trademarks, materials or reputation without prior written authorisation. They undertake not to act as an official representative of the company unless expressly authorised to that effect.

5.5 – General conduct

The User undertakes to: – not harm the proper functioning of the platform or the service offered to other Users; – respect the contractual conditions applicable to them according to their status; – act with courtesy, good faith and cooperation in exchanges with customer service or MONAMEDIA’s partners.

5.6 – Responsibility specific to each profile

B2C Customers are personally responsible for the use of their equipment. B2B Partners undertake to respect the technical environment provided for in their contract, particularly in the case of a multi-screen fleet.

6. Financial terms

6.1 – Payment Service Provider

All financial flows transit exclusively through an authorised payment service provider acting as a secure intermediary. MONAMEDIA does not hold, receive or retain directly any funds belonging to its Users. Processing of transactions is subject to the general terms of the relevant payment service provider.

6.2 – Remuneration terms for B2C and B2B Users

B2C and B2B Users receive variable remuneration calculated according to: – the number of duly registered active screens; – the effective volume of advertising banners (L-Banners) distributed per hour; – the operating duration of the screens; – and compliance with the contractual and technical obligations defined by MONAMEDIA.

The amount applicable per advertisement, the possible presence of unpaid campaigns, and calculation tiers are defined in the corresponding B2C or B2B contract.

6.3 – Payment of amounts due

Payment of sums due is made by transfer via the payment service provider, no later than the 15th of the month following validation or closing of the accounting month, provided that: – the balance reaches the minimum threshold of €30 incl. VAT; – the payment data provided are valid; – the User has not breached their contractual obligations.

Processing fees may apply depending on the chosen withdrawal method (SEPA transfer, Paypal, etc.), at the User’s expense.

6.4 – Suspension of payments

MONAMEDIA reserves the right to suspend or defer any payment in the event of: – founded suspicion of fraud, simulation or manipulation; – erroneous or unverifiable technical data; – clear non-compliance with contractual conditions.

Suspension does not constitute a waiver, but a temporary freeze pending verification.

6.5 – Tax and reporting responsibility

Each User is solely responsible for tax, social and reporting obligations related to the sums they receive. MONAMEDIA does not issue payslips, make any withholding, or file any declaration in place of its Users. Where applicable, an annual summary may be generated for information via MonaApp.

7. Intellectual property

7.1 – Ownership of rights

All elements constituting the MONAMEDIA platform, as well as content distributed or automatically generated thereon, are the exclusive property of MONAMEDIA or its contractual partners. In particular, the following are protected: – trademarks, logos, slogans, trade names, domain names; – original visual, audio or textual content; – software structures (MonaApp, dashboard, algorithms, box source code); – graphic charters, user interfaces and design elements.

No right of use, reproduction or exploitation may be granted to the User outside cases expressly provided in contracts or specific authorisations.

7.2 – Restricted and non-exclusive use

Subject to their profile, the User may access certain resources or visuals intended to facilitate communication or promotion of the service. Any use of these elements (PDFs, screenshots, extracts, marketing content) is strictly limited to personal or professional use consistent with the mission defined in their contract, and excludes: – any modification, diversion or reinterpretation of the message; – any public distribution without prior written authorisation from MONAMEDIA.

7.3 – Content provided by the User for communication purposes

The User may, if they expressly consent, authorise MONAMEDIA to use the following elements for communication or commercial valorisation purposes: – their first name, city or age range; – their profile photo or a photo of their installation (TV, box); – quotes, reviews or testimonials provided voluntarily.

This authorisation is revocable at any time by simple written request and is never imposed as a condition of access to the service.

7.4 – Inviolability of the box and code

The source code of MONAMEDIA systems, as well as connected boxes and their embedded modules, may in no case be copied, analysed, disassembled, decompiled or modified, even partially. Any such behaviour may give rise to immediate termination of the contract, without prejudice to civil or criminal proceedings.

8. MONAMEDIA’s responsibilities

8.1 – Nature of the obligation

MONAMEDIA provides its services under an obligation of means. It undertakes to deploy all technical, human and contractual resources reasonably necessary for the proper functioning of the platform, advertising distribution, MonaApp and associated remuneration systems.

It does not guarantee the profitability of a screen, a fixed amount of revenue, or continuous availability of the service.

8.2 – Limitation of liability

MONAMEDIA’s liability towards the User cannot be engaged in the event of: – interruption or failure of the service linked to a force majeure event, a network outage or an act of a third party (Internet provider, payment, cloud, etc.) – non-compliant or defective hardware configuration; – improper installation, unauthorised use or erroneous manipulation of the box; – erroneous or incomplete data provided by the User; – simulated operation, attempted fraud or violation of technical rules.

8.3 – Responsibility specific to each profile

– Regarding B2C Customers, MONAMEDIA cannot be held liable for side effects linked to advertising distribution (partial visibility, occasional visual inconvenience, network saturation). – For B2B Partners, advertising results, occupancy rates or return on investment are never guaranteed, unless expressly stipulated in a dedicated contract.

8.4 – Indirect damages and cap

MONAMEDIA cannot be held liable for indirect damages suffered by the User, such as loss of expected income, loss of opportunity, commercial prejudice or damage to image. In all cases, except for gross negligence or wilful misconduct, MONAMEDIA’s total liability shall be capped at the total amount received by the User concerned over the last twelve (12) months, all causes combined.

8.5 – Reporting malfunctions

Any incident, anomaly or technical malfunction must be reported without delay to support via MonaApp or at support@monamedia.mc. The User undertakes to cooperate in good faith with any verification or testing procedure aimed at restoring normal operation of the service.

9. Delivery of the service

9.1 Implementation terms

MONAMEDIA services are delivered according to the terms and timeframes agreed in the main Contract or, failing that, within a reasonable time from acceptance of the User’s file.

9.2 Suspensive conditions

Effective delivery of the service is subject to fulfilment of the following conditions:

· validation of the User’s administrative file,

· technical confirmation of equipment compatibility,

· absence of any legal or regulatory contraindication affecting the envisaged activity.

9.3 Delivery of equipment

Where the service includes delivery of a physical box or equipment, ownership of the equipment remains with MONAMEDIA unless an express transfer clause applies. The User is its custodian, responsible for its proper use and required to return it on first request in the event of suspension, withdrawal or termination of the contract.

9.4 Continuous availability

MONAMEDIA uses its best efforts to ensure continuity of service. However, the User acknowledges that provision of the service may be temporarily interrupted for maintenance, updates, technical intervention or force majeure, without giving rise to any indemnity, unless otherwise contractually stipulated.

10. Termination of the User’s account and cessation of the service

10.1 Termination at the User’s initiative

The User may terminate their contract at any time by written notice to MONAMEDIA, subject to fifteen (15) days’ notice. Termination entails deletion of access to MONAMEDIA services and associated interfaces.

Any balances due will be paid within thirty (30) days following termination, subject to contractual compliance and the minimum payment threshold.

10.2 Termination at MONAMEDIA’s initiative

MONAMEDIA may terminate any contract as of right, without indemnity, in the event of serious breach by the User of these General Terms or the main Contract, after notice remaining without effect for seven (7) days.

In the most serious cases (manifest fraud, security breach, diversion of the system), MONAMEDIA may terminate with immediate effect, without notice or cure period.

10.3 Effects of termination

· Deletion of access to services, platforms, applications or interfaces;

· Immediate deactivation of boxes and cessation of all advertising distribution on the screens concerned;

· Return of equipment within a maximum of fifteen (15) days if applicable;

· Survival of clauses relating to confidentiality, intellectual property, non-solicitation and liability after the end of the contract, for the stipulated duration or, failing that, for five (5) years.

11. Personal data & confidentiality

11.1 – Data controller

Personal data collected in connection with use of MONAMEDIA services are processed by MONAMEDIA as data controller, in accordance with applicable regulations in the Principality of Monaco (Law No. 1.165 as amended) and the General Data Protection Regulation (GDPR – EU 2016/679).

11.2 – Categories of data collected

MONAMEDIA may collect and process in particular the following data: – identity data: first name, last name, email address, profile photo, date of birth (optional), city; – contractual data: status, type of contract, activation date, preferences, user typology; – technical data: activity logs, distribution duration, number of active screens, approximate location; – transaction data: remuneration generated, validated commissions, payment history; – browsing data in the application or on the site.

11.3 – Purposes of processing

Personal data are processed for the following purposes: – management and performance of contracts concluded with Users; – calculation and display of advertising performance; – sending of notifications, pushes and personalised emails; – implementation of the Watch2Help programme; – management of requests and customer support; – production of anonymised statistics and aggregated reports.

11.4 – Banking data and secure payment

MONAMEDIA neither collects nor retains directly its Users’ banking data. All financial transactions are operated via authorised payment service providers, in accordance with their own terms of use and privacy policies. MONAMEDIA receives only technical identifiers or payment statuses, without access to full banking details.

11.5 – Notifications, pushes and marketing communication

By accepting these GT, the User authorises MONAMEDIA to send them: – emails linked to performance of the service; – mobile pushes of an informative, contractual or promotional nature; – communications relating to their activity or MONAMEDIA offers, including via its internal channels or authorised partners.

The User may at any time configure or refuse certain communications via their personal space or MonaApp settings.

11.6 – Data retention

Personal data are retained for the duration strictly necessary for the purposes of processing, namely: – throughout the contractual relationship, – then for five (5) years from the last activity, for evidence, compliance or pre-litigation management purposes.

11.7 – Rights of individuals

In accordance with applicable regulations, the User has the following rights: – right of access, rectification, update and erasure of their data; – right to object to or restrict processing; – right to data portability; – right to withdraw at any time their consent to use of their data for non-contractual purposes.

Any request may be sent to office@monamedia.mc or by post to MONAMEDIA’s registered office address, accompanied by a valid identity document.

11.8 – Security and subcontracting

MONAMEDIA implements appropriate technical and organisational measures to ensure the security, confidentiality and integrity of personal data. Certain data may be processed by subprocessors acting on behalf of MONAMEDIA, under the conditions provided by a subcontracting agreement compliant with the GDPR.

12. Trademarks and copyright

12.1 Ownership of trademarks

All trademarks, logotypes, trade names, visual identities and distinctive signs belonging to MONAMEDIA, whether registered or not, are protected by trademark law. The User acknowledges that these elements are the exclusive property of MONAMEDIA or are the subject of a duly granted licence.

No right of use, reproduction or representation may be granted to the User outside the rights expressly authorised by MONAMEDIA in the performance of the contract. Any unauthorised use constitutes an act of infringement that may engage the civil and criminal liability of its author.

12.2 Copyright and associated creations

All editorial, visual, audiovisual, textual, graphic or software content integrated into MONAMEDIA services is protected by copyright and neighbouring rights under the Intellectual Property Code or equivalent Monegasque legislation.

MONAMEDIA remains the holder of all economic rights attached to this content, whether developed internally or provided by third parties. The User undertakes not to copy, adapt, reuse or distribute all or part of these elements without prior written authorisation from MONAMEDIA.

Any established infringement will give rise to an immediate procedure of removal, suspension of access to the services and, where appropriate, legal proceedings.

13. Applicable law and jurisdiction

These General Terms, as well as all contracts to which they are attached, are governed by French law or, where applicable, by Monegasque law when the main contract was concluded under the jurisdiction of Monaco.

In the event of a dispute relating to the validity, performance, interpretation or termination of a contract, the parties undertake to seek primarily an amicable solution within thirty (30) days from written notification of the dispute by either party.

Failing agreement, exclusive jurisdiction is attributed to the courts materially competent in the district of MONAMEDIA’s registered office, including in the event of multiple defendants or third-party claims, notwithstanding any contrary clause.