Conditions générales de vente : Marques et partenaires

General terms and conditions of sale

Article 1. Purpose and scope

These general terms and conditions of sale (the "Terms") govern the services sold by Finishers, a French simplified joint-stock company (société par actions simplifiée) with a share capital of 32,624.90 euros, registered with the Lyon Trade and Companies Register under number 891 456 758, whose registered office is at 20 rue Lortet, 69007 Lyon, France ("Finishers"), to brands, advertisers and partners, and to their agencies and agents (the "Customer").

They apply in particular to visibility and CRM on Finishers' Media (Schedule 1), bibs made available to the Customer (Schedule 2), prize competitions (Schedule 3), events and activations (Schedule 4), content, Talent and influencer marketing (Schedule 5), affiliation and performance-based remuneration (Schedule 6), and sector exclusivity, intermediation and in-kind consideration (Schedule 7).

Services provided on the media marathons.com, mytrails.com, triathlons.com, stadion.com and 220bpm.com are sold by Finish Line Media, a subsidiary of Finishers, and governed by its own general terms and conditions of sale, published on legal.finishers.com. Finishers may however sell these services itself, in particular as part of a Programme. They are then governed by these Terms and, as regards their performance, by the schedules of Finish Line Media's general terms and conditions of sale relating to the service concerned, which form an integral part of the Contract.

The services Finishers provides to event organisers, in particular ticketing, bib resale and Finishers Memories, are governed by Finishers' general terms and conditions of sale applicable to organisers.

The Terms prevail over the Customer's general terms of purchase, unless Finishers agrees otherwise in writing and in advance.

Article 2. Definitions

• Quote: document issued by Finishers describing the Programme, its price, its period and its specific terms, whatever its name (quote, proposal, purchase order).
• Programme: all the services, deliverables, consideration and operations provided for in the Quote (the "Deliverables").
• Period: the period of performance of the Programme set out in the Quote or, failing that, the calendar year in which the Quote is accepted.
• Finishers' Media: the finishers.com website, its applications, its newsletters and e-mails, its social media accounts and any other medium published by Finishers. Finish Line Media's media are not included, unless otherwise stated in the Quote.
• Finishers Formats: the meet-ups and events organised by Finishers, in particular the Finishers Club, social runs, shakeout runs, pop-up aid stations and the Test Camp.
• Third-party Event: any race or event organised by a third party at which an activation takes place.
• Talent: the athletes, influencers, content creators, artists, ambassadors and personalities involved in the Programme.
• Customer Materials: trademarks, logos, visuals, advertising creatives, texts, products, offers, information and data supplied by or on behalf of the Customer.
• Providers: the providers chosen by Finishers to perform all or part of the Programme, in particular photographers, videographers, Talent, technicians and suppliers.

Article 3. Formation of the contract

Quotes are valid for three months from the date they are sent. After this period without acceptance, they lapse. The Quote accepted by the Customer, by signature, including electronic signature, or in writing, including by e-mail, forms an indivisible contract with the Terms (the "Contract"). Acceptance of the Quote constitutes acceptance of the Terms and the applicable schedules. In the event of any conflict, the documents prevail in the following order: the Quote, the applicable schedule, then the Terms.

The recommendations, concepts, mechanics and proposals presented by Finishers before the Contract is entered into remain its property and are confidential. The Customer may not use them, alone or with a third party, without entering into the corresponding Contract.

Where an order is placed by an intermediary, in particular an agency, on behalf of an advertiser, the Quote identifies the advertiser. The intermediary declares that it acts under a written mandate from the advertiser, which it undertakes to produce on first request. It is responsible for complying with its own obligations, in particular under French law no. 93-122 of 29 January 1993 (the "Sapin" law), and indemnifies Finishers against any claim in that respect. Finishers pays no remuneration or commission to the intermediary. For services other than the sale of advertising space, Finishers issues its invoices in accordance with the intermediary's written instructions, and the intermediary warrants that they comply with the applicable regulations. The purchase of advertising space by an intermediary is governed by point 7 of Schedule 1.

Article 4. Performance and use of the Programme

4.1 Schedule. The Deliverables are performed during the Period, according to a schedule drawn up by Finishers and shared with the Customer. Finishers may adjust it to take account of current events, its editorial highlights and the constraints of Third-party Events, without changing the volume of the Programme.

4.2 Customer cooperation. The Customer appoints a contact person with decision-making authority. It supplies the Customer Materials, briefs, products, prizes and information required, and responds to the requests, proposals and content submitted to it, diligently and within time limits compatible with the Programme schedule, in particular those indicated by Finishers. Where an agency or agent acts for the Customer, its approvals, refusals, instructions and silence bind the Customer. Failing a response or supply within these time limits, Finishers may, at its option, perform the Deliverable with the materials available to it, postpone it to a later date within the Period, or treat it as performed.

4.3 Unused Deliverables. Any Deliverable that could not be performed during the Period for a reason attributable to the Customer, in particular a lack of response, approval or supply of the necessary materials, a refusal, an inability to agree on a date, a change of priorities or a failure by the Customer to obtain a third party's agreement, is deemed performed and remains due. It does not give rise to any refund, credit note or carry-over, unless Finishers agrees in writing, in which case Finishers sets the terms.

4.4 Reallocation. Finishers may, at its sole discretion, replace a Deliverable with another Deliverable of equivalent value, according to its own valuation, in particular at the Customer's request. It is never required to reallocate, or to give reasons for refusing to do so. Any reallocation is confirmed in writing, including by e-mail. It does not extend the Period, and reallocated Deliverables are subject to Article 4.3. Where a Deliverable becomes impossible for a reason not attributable to the Customer, Article 9 applies.

4.5 Report. Unless otherwise stated in the Quote, Finishers provides the Customer with a report on the Programme at the end of the Period. Indicators are established from Finishers' tools and the platforms used, which are authoritative. Estimates of reach, views or audience provided before or during the Programme are for guidance only.

Article 5. Prices

Prices and financial terms are set in the Quote. They are stated in euros excluding taxes and are subject to the applicable VAT. Unless otherwise stated in the Quote, they do not include technical, production, equipment, travel and accommodation costs, sponsored-media budgets on third-party platforms, rights or fees paid to Third-party Events or prizes, which are invoiced in addition.

A Customer established in another Member State of the European Union provides its intra-Community VAT number. Prices are expressed and payable in euros. Where any withholding or tax at source applies to the Customer's payments, the Customer increases its payment so that Finishers receives the full agreed amount.

Sponsored-media budgets provided for in the Quote are committed by Finishers on the platforms concerned, according to its distribution strategy, and are deemed used as soon as they are committed.

Article 6. Invoicing and payment

Unless the Quote provides for a payment schedule, 50% of the price is invoiced upon acceptance of the Quote and the balance at the start of the Period or, if the Period has already started, on the next monthly due date. Invoices are payable on the due date they state or, failing that, within 30 days of their date of issue, by bank transfer, direct debit or bank card. Payments by cheque are not accepted. No discount is granted for early payment. Finishers may make the start of performance of a Deliverable conditional on payment of the sums due.

Payments are made at no cost whatsoever to Finishers. All bank, transfer, exchange and intermediary charges, including those of correspondent and intermediary banks, are borne exclusively by the Customer, which issues its international transfers with the "OUR" charges option. An invoice is only settled once Finishers has received its full amount. Any shortfall, whatever its cause, in particular charges shared or deducted by a bank, constitutes an unpaid balance subject to the provisions of this article.

Any late payment automatically gives rise, without prior formal notice, to penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, and to a fixed recovery charge of 40 euros, in accordance with Article L441-10 of the French Commercial Code. Finishers may also suspend performance of the Programme until full payment, without such suspension extending the Period. The Customer may not make any set-off or withholding against the sums due without Finishers' written consent.

Article 7. Term

The Contract is entered into for the Period. It ends on the expiry of the Period, subject to payment of the sums due and to the provisions which by their nature survive its end. It is not tacitly renewed, unless otherwise stated in the Quote.

Article 8. Cancellation and reduction by the Customer

Any cancellation by the Customer of all or part of the Programme, including by reducing its scope, is notified in writing. It gives rise to the payment of compensation equal to the price of the cancelled Deliverables, set at:

• 50% of that price where the cancellation occurs more than 90 days before the start of the Period or, for a dated Deliverable, before its performance date;
• 75% where it occurs between 90 and 30 days before those dates;
• 100% where it occurs less than 30 days before those dates or after the start of the Period.

Non-recoverable costs incurred by Finishers, in particular with Talent, Providers and Third-party Events, as well as bibs acquired and sponsored-media budgets committed, remain due in full in addition to this compensation. Sums already paid are retained up to that amount.

Article 9. Cancellation or modification of an event

Where a Finishers Format or a Third-party Event is cancelled, postponed or modified, in particular for safety or weather reasons, a decision of the organiser or the authorities, or force majeure, Finishers may adapt the Deliverable concerned, postpone it within the Period or propose a replacement Deliverable of equivalent value, according to its own valuation. Failing written refusal by the Customer within ten business days, the proposal is deemed accepted. The price remains due, including in the event of refusal. If no replacement can be proposed during the Period, Finishers issues a credit note for the amount of the Deliverables concerned, less the costs incurred, which may be used against a Quote accepted within the following twelve months. This credit note does not give rise to any refund.

Article 10. Customer's obligations and warranties

10.1 Customer Materials. The Customer warrants that it holds all the rights and authorisations necessary for Finishers to use the Customer Materials, in particular in its trademarks, logos, visuals, music, creations and images of persons, for as long as the content remains online, including in archives. It provides the required credits and notices.

10.2 Compliance of its messages and offers. The Customer is solely responsible for the content of its messages, claims and offers, and for their compliance with the regulations applicable to its sector, in particular regarding alcoholic beverages, banking, financial and insurance services, gambling, nutrition and health claims, comparative advertising and sales promotions. Finishers is not required to check such compliance. It may refuse or remove any message or offer that appears to it to be non-compliant or harmful to its image, without such refusal constituting non-performance.

10.3 Products. The Customer is solely responsible for the products it supplies, in particular for aid stations, sampling, prizes and tests, and especially for their compliance, safety, labelling, allergen information, use-by dates, and their transport and storage until they are handed over to Finishers or to the public, unless otherwise provided in the Quote. It provides, on request, evidence of insurance covering its product liability.

10.4 Indemnity. The Customer indemnifies Finishers against any claim, action, judgment or sanction based on the Customer Materials, its products, its messages and offers, or a breach of the Terms. From the first claim, it takes over Finishers' defence at its own expense if Finishers so requests, and bears all resulting sums, including lawyers' fees and settlement amounts. This indemnity survives the end of the Contract.

Article 11. Editorial control and identification of advertising

Content published on Finishers' Media is Finishers' content. Finishers alone decides on its form, tone, presentation, publication date and continued publication, in accordance with the Programme. The Customer may have any inaccurate information about it corrected. Finishers has the final say.

Any content distributed in return for payment or consideration is identified as advertising or produced in partnership, in accordance with the regulations, in particular French law no. 2023-451 of 9 June 2023 on commercial influence. Links in such content may carry the attributes required by search engines for paid links.

Article 12. Intellectual property

Finishers is and remains the sole holder of the rights to Finishers' Media, its trademarks, its databases, its Finishers Formats, its concepts and mechanics, and the content it produces, including at the Customer's request and expense. The price pays for the Programme and does not entail any assignment of rights, unless otherwise provided in Schedule 5 or the Quote.

The Customer grants Finishers, free of charge, worldwide, for the Period and thereafter for as long as the content concerned remains online, including in archives, a non-exclusive licence to use its trademarks, logos and Customer Materials to perform the Programme, with the right to grant sub-licences to its Providers and to Finish Line Media for the same purposes. Unless the Customer refuses in writing, Finishers may cite its name, logo and the Programme among its commercial references, including the report on the Programme in aggregated form.

Article 13. Personal data

Each party is responsible for the processing of personal data it carries out on its own behalf, in accordance with Regulation (EU) 2016/679 ("GDPR").

The data of Finishers' users, subscribers and participants belongs to Finishers. Finishers never transfers it to the Customer and only provides it with aggregated statistics. By way of exception, where the Quote so provides, Finishers may offer data subjects a separate, unticked box allowing them to agree to receive the Customer's communications. The data of those who consent is transferred to the Customer, which processes it as controller, in accordance with their consent.

Data transferred to the Customer to perform the Programme, in particular to deliver prizes or register bib recipients, may only be used for that purpose and is deleted by the Customer once that purpose has been achieved.

Article 14. Liability

Finishers is bound by an obligation of means. It does not guarantee any result, in particular any number of views, clicks, participants, interactions, sales or account openings, unless a quantified commitment is expressly provided for in the Quote. It is not responsible for the operation, algorithms, rules or decisions of third-party platforms, in particular social networks, or for Third-party Events and their organisers.

Where a quantified distribution commitment is not met due to Finishers, Finishers extends or supplements the distribution until the commitment is met, which constitutes the Customer's sole remedy.

Finishers is not liable for indirect damage, such as loss of turnover, customers or reputation. Except in the event of gross negligence or wilful misconduct, its total liability under the Contract, for all causes combined, is limited to the amount, excluding taxes, actually received by Finishers under the Quote concerned during the twelve months preceding the event giving rise to the claim.

Article 15. Confidentiality

The parties keep confidential the financial terms of the Contract, Finishers' proposals and non-public information exchanged, for the term of the Contract and two years after its end. Public information, and information whose disclosure is required by law or by an authority, is not confidential.

Article 16. Providers and non-solicitation

Finishers freely chooses its Providers, may replace them at any time and may perform all or part of the Programme itself. It remains responsible to the Customer for their work, within the limits of Article 14.

For the term of the Contract and twelve months after its end, the Customer undertakes not to contract directly, for similar services, with the Talent, photographers, videographers and Providers who worked on the Programme through Finishers, unless it already had a direct relationship with them before the Contract was entered into. Any breach gives rise to the payment of fixed compensation equal, for each person concerned, to the higher of the following two amounts: 3,000 euros, or the amount invoiced by Finishers for their work during the previous twelve months.

Article 17. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. The following, in particular, are deemed to constitute force majeure, without the need to establish its characteristics: weather conditions preventing an event from being held in satisfactory safety conditions, the cancellation of a Third-party Event, the failure of a Provider or a third-party platform, a cyberattack, an epidemic, a natural disaster, a riot, a war or a decision by public authorities. The consequences for the Programme are governed by Article 9. Force majeure does not release the Customer from paying the sums due.

Article 18. Suspension and termination

In the event of a serious breach by a party that is not remedied within 15 days of formal notice by registered letter or by e-mail with acknowledgement of receipt, the other party may automatically terminate the Contract. Finishers may also immediately suspend all or part of the Programme in the event of non-payment, a breach of regulations by the Customer or conduct by the Customer likely to harm Finishers' image. Deliverables performed and sums due remain payable. In the event of termination for breach by the Customer, Article 8 applies as if the Programme had been cancelled on the date of termination.

Article 19. Ethics and compliance

Each party complies with the rules on combating corruption, influence peddling and money laundering, in particular French law no. 2016-1691 of 9 December 2016 (the "Sapin II" law). The Customer declares that it has not offered, solicited or accepted any undue advantage in connection with the Contract.

Article 20. Amendment of the Terms

Finishers may amend the Terms. The new version, published on legal.finishers.com with its effective date, applies to Quotes issued from that date. Ongoing Contracts remain governed by the version applicable on the date their Quote was accepted, except for amendments required by law.

Article 21. Governing law and disputes

The Terms and the Contract are governed by French law. The parties first seek an amicable solution. Failing that, where the Customer is a trader or is established outside France, any dispute falls within the exclusive jurisdiction of the Tribunal des activités économiques of Lyon, including in the event of multiple defendants or third-party claims. In other cases, the dispute is brought before the competent court under ordinary rules.

Article 22. Miscellaneous

The invalidity of a clause does not affect the others. A party's failure to invoke a breach does not constitute a waiver. Notices are validly given by e-mail to the addresses stated in the Quote. In the event of translation, the French version prevails.

Schedule 1: visibility and CRM on Finishers' Media

1. Services concerned

This schedule applies in particular to banners and display campaigns, site-wide banners, inserts on race pages, destination pages and themed pages, integrations into the registration journey or checkout, page naming or "presented by" placements, partner logos on Finishers' pages, inserts and dedicated sends in Finishers' newsletters and e-mails, including automated sequences, posts on Finishers' social networks, and any other medium, format or visibility or CRM operation offered by Finishers.

2. Creatives

The Customer supplies its creatives in the format and to the specifications indicated by Finishers, within the time limits indicated by Finishers. Finishers may adapt them technically to its Media. Failing a compliant creative within this time limit, Article 4.2 of the Terms applies.

3. Measurement

Impressions, unique views, opens and clicks are measured by Finishers' tools, which are authoritative. Finishers does not guarantee any specific placement, position or placement exclusivity, unless otherwise stated in the Quote.

4. Race pages and partner logos

Race pages are Finishers' pages. The Customer's presence on these pages, including in the form of a logo or insert, does not constitute a partnership with the race organiser, an authorisation from the organiser or a commitment by the organiser. The Customer undertakes not to present it as such. Finishers may at any time remove the Customer's presence from a page, in particular at the organiser's request. Where possible, it then replaces it with a presence of equivalent value, according to its own valuation. Failing this, it issues a credit note in proportion to the remaining distribution period, usable under the conditions of Article 9 of the Terms, to the exclusion of any other compensation.

5. Specific developments

Specific developments, in particular in the registration checkout, are subject to a quote and remain Finishers' property. Finishers may remove them at the end of the Period, or at any time for technical or security reasons.

6. CRM

Sends are addressed to Finishers' databases, according to the segments it determines. No recipient data is transferred to the Customer. Finishers decides on the subject line, layout and send date of messages, consistently with the Programme.

7. Purchase of advertising space through an intermediary

Finishers sells its advertising space directly, without using real-time bidding mechanisms, and only to the advertiser, in accordance with French law no. 93-122 of 29 January 1993 (the "Sapin" law).

Where an intermediary orders advertising space on behalf of an advertiser, it provides Finishers, without being asked and no later than acceptance of the Quote, with a certificate of mandate signed by the advertiser and the advertiser's name, address and registration number. Obtaining and providing the mandate is the sole responsibility of the intermediary. Finishers is not required to check its receipt or content, and performs the order according to the agreed schedule. The absence of a mandate does not release either the intermediary or the advertiser from paying the sums due. Finishers nevertheless retains the right, without being obliged to do so, to suspend the order until these items have been provided.

Invoices for advertising space are issued in the advertiser's name and sent directly to it, including where payment is made through the agent, with a copy to the agent. Any discount or price advantage appears on the invoice and benefits the advertiser. Payment made by the agent only discharges the advertiser once Finishers has received the funds. The intermediary is jointly and severally liable with the advertiser for payment of the sums due.

The intermediary warrants the accuracy of the information provided, the existence and scope of its mandate, and compliance with the obligations imposed on it by the Sapin law. It indemnifies Finishers against any claim by the advertiser or a third party, and against any financial consequence, including lawyers' fees, resulting from inaccurate information, the absence or insufficiency of its mandate, or invoicing instructions contrary to the Sapin law, within the limits permitted by law.

In accordance with the Sapin law and decree no. 2017-159 of 9 February 2017, Finishers sends the advertiser directly, within the month following the end of distribution, a report stating in particular the dates and Media of distribution, the overall price of the campaign and the unit price of the space invoiced.

Schedule 2: bibs made available to the Customer

1. Purpose

Where the Quote so provides, Finishers makes available to the Customer a quota of bibs for the races or categories of races it specifies, so that the Customer can allocate them, in particular to its customers, its employees or the winners of its operations (the "Recipients").

2. Choice of races

Races are chosen from those offered by Finishers, subject to availability. Finishers may replace an unavailable race with an equivalent race.

3. Allocation

Bibs are personal and nominative. The Customer provides the identity of the Recipients no later than one month before each race, unless a different time limit is set out in the Quote or indicated by Finishers. Bibs not allocated within this time limit are lost and deemed used. The Customer undertakes not to resell the bibs or transfer them for consideration, unless Finishers agrees in writing.

4. Participation requirements

Each Recipient is subject to the race rules, in particular the requirements relating to age, licence, medical certificate or Parcours Prévention Santé. The Customer informs them accordingly. Finishers is not responsible for the organisation of the race, the Recipients' fitness or any refusal of registration resulting from these requirements. Recipients' travel, accommodation and other costs are not included, unless otherwise stated in the Quote.

5. Cancellation of the race

In the event of cancellation or postponement of a race, the organiser's policy applies. The bib is deemed used and does not give rise to any refund by Finishers, which may however offer a replacement bib where possible.

Schedule 3: prize competitions

1. Organisation

Prize competitions within the Programme are organised by Finishers, or by Finish Line Media on its media, including where they are published jointly with the Customer. They are governed by the prize competition rules published on legal.finishers.com and, where applicable, by the specific conditions of each competition. Social media platforms are neither organisers nor partners of the competitions.

2. Mechanics and consideration supplied by the Customer

The Customer may supply the prizes, products, services or consideration of a mechanic, in particular a bonus or a refund. It describes them precisely, provides them within the agreed time limits, bears their cost, compliance and warranty, and delivers or pays them directly to the winners where the Quote so provides. Where obtaining consideration is linked to subscribing to a product or service of the Customer, the Customer is solely responsible for the compliance of its offer and its conditions, and for applying them.

3. Running of the competition

Finishers sets the mechanic, schedule and rules, designates the winners in accordance with the rules and may exclude any fraudulent entry. It may refuse any mechanic that appears to it not to comply with the regulations or to be harmful to its image. Where the competition is published on the Customer's accounts, the Customer complies with the rules and Finishers' instructions.

4. Participants' data

Finishers processes participants' data as controller. It only transfers to the Customer the winners' data necessary to deliver the prizes, in accordance with Article 13 of the Terms.

Schedule 4: events and activations

1. Finishers Formats

Finishers is the organiser of Finishers Formats. It decides on their programme, venue, running order and safety rules, and obtains the necessary authorisations. Public participation is governed by Finishers' conditions. Finishers does not guarantee any number of participants.

2. Activations at Third-party Events

The Customer chooses and approves the Third-party Events at which an activation takes place, including where Finishers suggests them. It is solely responsible for obtaining all the rights, agreements and authorisations required from the organiser, venue owners, authorities and any third party, in particular for the presence of its brand, stands, products, signage, staff, a start pen or a supporters' zone, and for the use of the name and trademarks of the Third-party Event. It ensures compliance with the exclusivities granted by the organiser to its own partners.

Finishers is under no circumstances required to obtain these rights or to guarantee that they are obtained or performed. Where it liaises with an organiser to facilitate an activation, it acts as a mere intermediary, on behalf of the Customer, without any obligation of result. Where it pays sums to an organiser or a third party on behalf of the Customer, it acts as the Customer's agent. These sums are re-invoiced to the Customer or included in the price, without Finishers becoming the holder of the corresponding rights or guaranteeing their performance.

The Customer indemnifies Finishers against any claim by an organiser, one of its partners or any third party relating to an activation, in particular for lack of authorisation, infringement of an exclusivity, free-riding or unauthorised use of a trademark, under the conditions of Article 10.4 of the Terms. The refusal, interruption or limitation of an activation by an organiser or an authority does not release the Customer from paying the price.

3. Customer's staff, equipment and products

The Customer's staff remain under its authority and comply with the safety instructions of Finishers and the organiser. The Customer's equipment and products remain in its custody and at its risk. The Customer provides, on request, evidence of insurance covering its civil liability and its property. The distribution of food products or samples complies with the applicable regulations, for which the Customer remains responsible.

4. Music, filming and safety

For Finishers Formats, Finishers makes the declarations relating to the playing of music. At Third-party Events, these are the responsibility of the organiser or the Customer. Filming, including by drone, is governed by the corresponding schedules of Finish Line Media's general terms and conditions of sale. Finishers may adapt, postpone or interrupt an activation for safety reasons, under the conditions of Article 9 of the Terms.

Schedule 5: content, Talent and influencer marketing

1. Content

Finishers produces and publishes the content provided for in the Quote, in particular posts, carousels, stories, reels, videos, articles, studies and barometers. Except for product tests, which are governed by point 5, the Customer has one round of corrections per piece of content, within the time limit set out in Article 4.2 of the Terms, after which the content is deemed approved. Where content is produced by Finish Line Media, its production is governed by the corresponding schedule of its general terms and conditions of sale.

2. Customer's rights in the content

Unless otherwise stated in the Quote, the Customer may share and repost the content published by Finishers on its own social networks and in its internal communications, crediting Finishers, for twelve months from publication. Any other use, in particular advertising or sponsored use from the Customer's accounts, any modification and the delivery of rushes and source files are subject to written agreement and, where applicable, an additional price.

3. Studies and barometers

Studies carried out by Finishers, their data and their results remain its property. The Customer may cite their results, stating the source "Finishers study" and, where applicable, its own name, together with, for any online publication, a link to finishers.com or to the study page indicated by Finishers.

4. Talent

Finishers freely searches for, selects and contracts with Talent, directly or through third parties, in particular agencies or agents, to which it may entrust their search, selection and management. Where the Quote so provides, the Customer approves the proposed profiles. Finishers or its intermediaries enter into the contracts required with the Talent, in particular by French law no. 2023-451 of 9 June 2023. The Customer provides a brief that complies with the regulations and Article 10.2 of the Terms, and does not contact the Talent directly for the performance of the Programme. Finishers may replace unavailable Talent with an equivalent profile. It is not responsible for the statements or conduct of Talent outside the content provided for in the Programme.

5. Product tests

Product tests carried out by Finishers, its editorial teams or its testers are carried out with full editorial independence. The Customer does not approve the content, protocol or verdict of a test, including where it pays Finishers to carry it out or publish it. It may only report, before publication, a factual error regarding the characteristics of its product, which Finishers corrects if it is established. Finishers does not guarantee any result or favourable assessment, and an unfavourable review does not constitute non-performance.

Where a test is paid for or given in return for consideration, it is published with a statement indicating the partnership. Products supplied for a test are not returned, unless otherwise stated in the Quote. The Customer is responsible for their safety and compliance, under the conditions of Article 10.3 of the Terms, including towards testers.

The Customer may share the link to a published test. Any reuse of its verdict, a rating, a quotation or an extract in the Customer's communications, in particular advertising, requires Finishers' prior written consent and a statement of the source. Tests remain online and may be updated at Finishers' sole discretion. Participation in a Test Camp is also governed by the rules specific to each edition.

Schedule 6: affiliation and performance-based remuneration

1. Mechanics

Where the Quote provides for performance-based remuneration, it is calculated according to the mechanic it specifies, in particular per click, view, impression or sale made through dedicated links or promotional codes.

2. Measurement

Views, impressions and clicks are measured by Finishers' tools, which are authoritative.

Where sales are tracked by means of a tool supplied or managed by the Customer, in particular a promotional code, a link or a tracking platform, the Customer is solely responsible for its proper operation, its configuration, keeping it active for the entire planned period and the reliability of the data it produces. It provides Finishers, no later than ten days after the end of each month, with a detailed and accurate statement of sales. Finishers may request, once a year, supporting documents for this statement or its certification by the Customer's chartered accountant or statutory auditor.

Where the tracking tool has not worked, has been incorrectly configured, deactivated or modified, including where this malfunction is only discovered at the end of the operation, or where the statement is not provided, is incomplete or does not make it possible to establish sales, the commission is calculated on the basis of an estimate made by Finishers in a reasonable and reasoned manner, in particular from clicks, audience, the performance of comparable operations and previous statements. This estimate, which is necessarily approximate, is binding on the Customer, unless the Customer establishes, within fifteen days of its communication, the actual amount of sales by means of reliable and verifiable data.

3. Calculation and invoicing

Unless otherwise stated in the Quote, the commission is calculated on the amount of orders excluding taxes, less only justified returns and cancellations. Any sale made using a dedicated code or link is attributed to Finishers. Where sales are not tracked by a dedicated code or link, the attribution rules are set out in the Quote. The Customer may not deactivate or modify a code or link without 15 days' notice. Commissions are invoiced at the intervals chosen by Finishers, in particular every month or at the end of the operation, and are payable under the conditions of Article 6 of the Terms.

Schedule 7: sector exclusivity, intermediation and in-kind consideration

1. Sector exclusivity

Where the Quote provides for sector exclusivity, Finishers undertakes, during the Period, not to enter into any partnership, sponsorship or sale of advertising visibility on Finishers' Media with a direct competitor of the Customer, solely within the category precisely defined in the Quote. This exclusivity only covers the paid promotion of brands under partnerships entered into with Finishers itself.

This exclusivity binds Finishers alone. It does not extend:

• to Finish Line Media's media, unless otherwise stated in the Quote;
• to organisers, their events and their partners, in particular to the logos, mentions and placements of race partners appearing on race pages and in any content relating to an event, which Finishers remains free to display;
• to Finishers' non-promotional editorial content, in particular news, articles, tests, comparisons, rankings, results and advice, which may mention, present or review any brand, including a competitor of the Customer;
• to content published by third parties, in particular Talent, participants or organisers, outside the Programme;
• to the services Finishers provides to organisers, or to contracts entered into before acceptance of the Quote.

In the event of a breach, Finishers removes the presence concerned as soon as possible and, as the Customer's sole remedy, extends the Programme accordingly.

2. Partnership search and intermediation

Where the Quote so provides, Finishers searches for organisers or third parties, introduces the Customer and negotiates on its behalf partnership, sponsorship or activation agreements (the "Assignment"). Finishers acts as an intermediary and is never a party to the agreements concluded. It is bound by an obligation of means. It does not guarantee the conclusion of an agreement, its terms, the third party's rights or the performance of the agreement by the third party, and is not responsible for the commitments the Customer makes towards it. The conclusion of any agreement is solely the Customer's decision, and the Customer checks its terms itself. The Assignment fees set out in the Quote are due whatever its outcome.

Where the Customer, or any company in its group, directly or indirectly concludes a partnership, sponsorship or activation agreement with an organiser or third party introduced by Finishers, or with which Finishers has entered into discussions on its behalf, within 24 months of that introduction or of the end of the Assignment, Finishers receives the commission set out in the Quote or, failing that, a commission of 15% of the amount of the agreement excluding taxes, including the value of in-kind consideration. This commission also applies to any extension or enlargement of the agreement during its initial term. It is not due where the Customer provides written evidence of a prior documented relationship with that third party on the same subject.

Finishers is also entitled to a follow-on fee on the next two renewals of the agreement, whatever their duration. A renewal means any agreement, express or tacit, between the Customer, or a company in its group, and the same organiser or third party, or an entity related to it, on an identical or similar subject, in particular for a new edition of the same event. Unless otherwise stated in the Quote, the follow-on fee is equal to 5% of the amount of each renewal excluding taxes, including the value of in-kind consideration.

The commission and the follow-on fee are payable upon signature of the agreement or renewal concerned. The Customer informs Finishers within 15 days, stating its amount and, on request, providing supporting documents. It undertakes not to circumvent Finishers, in particular by delaying the conclusion of the agreement, concluding it through another entity or splitting it up. Any breach gives rise to payment of the sums due, increased by 50% as a penalty.

3. In-kind consideration

Where the Quote provides that the Customer supplies products, services, prizes or other benefits in return for part of the price, their value is, according to the arrangements chosen by Finishers and set out in the Quote, either taken into account as a discount on the price of the Programme, or invoiced by each party to the other, in which case the reciprocal invoices are set off against each other up to the corresponding amount. Each party complies with its own invoicing and VAT obligations. The Customer provides this consideration according to the agreed schedule, compliant and in good condition. Failing this, Finishers may invoice the Customer in cash for the value of the consideration not supplied.