Terms & Conditions

Preamble

In accordance with article L 441-1 of the French Commercial Code, these general terms and conditions of sale (the "Terms and Conditions") of the Influence4You platform constitute the sole basis of the commercial relationship between the parties concerning the use of the Influence4You platform.

Article 1: Purpose of the General Terms and Conditions of Sale

The purpose of the General Terms of Sale is to define the conditions under which Influence4You, a société par actions simplifiée (simplified joint stock company) with capital of 32,500 euros, whose registered office is located at 4 place du 229 rue Saint Honoré, 75001 Paris, France, registered with the Nanterre Trade and Companies Register under number 481317261 with intra-community VAT number: FR95 481 317 261; or the Influence4You.com service; or the teams in charge of the Influence4You.com, hereinafter referred to indistinctly as "Influence4You", provides any legal or natural person who has created a Brand and/or Agency account on Influence4You.com (hereinafter referred to as "Customers") with the services offered by Influence4You, which are detailed on the website accessible at www.Influence4You.com, including in particular the implementation of influencer campaigns by one or more influencers chosen by the Customer (hereinafter referred to indistinctly as the "Influencer"), which the Customer acknowledges having read before committing to.

They apply without restriction or reservation to all services provided by Influence4You to customers, regardless of any clauses that may appear in customer documents, including any general conditions of purchase. In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer who requests them, to enable them to place an order with Influence4You.

All orders for services or subscriptions imply the Customer's acceptance of these General Terms and Conditions of Sale and of the general terms and conditions of use of the Influence4You website, where applicable.

The present General Terms and Conditions of Sale are communicated within 48 (forty-eight) hours to any Customer who so requests, or are freely available via the link at the bottom of the www.influence4you.com website.

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Article 2 : Duration of Influence4You's offers

Influence4You Subscription Offers take effect as soon as the account is created by a Customer or by an Influence4You employee on behalf of a Customer, or at worst immediately at the end of the trial period.

Offers have a duration defined at the time of online subscription by the Customer or that specified by an Influence4You employee in charge of the commercial relationship with the Customer by simple e-mail to the Customer. Subscriptions are renewed by tacit agreement for periods of the same duration as the current one. For example, a one-year subscription offer will be automatically renewed for a one-year period.

In the absence of precise details, the duration is set at one month, tacitly renewable.

Article 3: Terms of use of Influence4You and relationship between the Customer and the Influencer

In order to carry out the projects, the Customer must publish precise and exhaustive campaign guidelines on the Influence4You website (hereinafter referred to as the "Brief"), so that the Influencer has all the elements available to best respond to the campaign project defined in the Brief.

For campaigns with influencer payment, the Influencer is paid :

- directly and solely by the Customer when using the "Project" module.

- via the platform on behalf of the customer for the "Marketplace" module. In this case, the influencer's remuneration is prorated according to compliance with the brief as estimated and defined by the Client, less Influence4You's margin. In the event that the Influencer contests this prorata, Influence4You reserves the right to make a decision and to indicate a prorata which will then be considered validated by the parties.

3.2 Choosing an influencer

The customer chooses from among the influencers present in the Influence4You database for users of the "Project" feature, or from among the influencers applying (particularly for users of the "Marketplace" feature).

3.3 Submitting the campaign brief

The Brief is defined by the Customer.

To be published by Influence4You on its marketplace, the Brief must first be validated by Influence4You.

Influence4You reserves the right to refuse any Brief it deems non-compliant or irrelevant to influencers, without giving rise to any refund of the subscription.

Influence4You reserves the discretionary right to accept or refuse influence campaigns from any Customer, including, but not limited to the following list of examples, those whose purpose or focus is :

- products and services for adults only;

- promotion of products in sectors prohibited or regulated by French law (in particular: cosmetic surgery, tobacco, drugs, CPF training, complex financial products, NFT, Crypto, etc.);

- services requiring medical advice ;

- Shopify-type store promotions;

- promotions of network marketing products or services; and

- sites or products judged to be of poor quality by the Influence4You teams.

3.4 Changing the campaign brief

The initial Brief of an Influencer, i.e. an Influencer whose participation in the influencer campaign has been validated by the Customer, cannot be modified by the Customer.

Any modification of the Brief by the Customer is applicable to any influencer whose participation has not been validated by the Customer.

3.5 Execution of the campaign by the Influencer

Influencers are independent and artistically free to :

- apply for the proposed influencer campaign; and

- respect the Brief when submitting their application to take part in the customer's influencer campaign.

For paid campaigns, in the event that the Influencer does not complete the campaign, the brand will not be liable for the Influencer's portion of the campaign.

If the Influencer only complies with part of the Brief when carrying out the campaign, the part of the campaign relating to this Influencer will be paid for in proportion to the Influencer's compliance with the Brief.

If the campaign is not completed on time, the brand is free to pay the Influencer or not.

The Influencer has complete artistic freedom, particularly in terms of what he or she may say about the Customer, its products or services.

3.6 Publication validation

The Customer expressly recognizes the independence and artistic freedom of the Influencer and cannot refuse to publish a Post that complies with the Brief published for the Customer's influence campaign.

The Customer has 10 (ten) days to validate or reject the publication only if the publication does not comply with the Brief.

In the absence of validation or refusal by the Customer within this 10 (ten) day period, the publication is considered validated without reservation, restriction or possible modification on the part of the Customer. The Customer must rate the publications produced as part of its influencer campaign in an ethical and respectful manner, in order to respect both the service provided by the Influencer and the Influencer's artistic freedom.

3.7 Discussion with the Influencer

The Customer can discuss freely with the Influencer via the platform set up by Influence4You.

The Customer must engage with the chosen Influencer(s) in a professional, courteous dialogue that respects the Influencer(s), their professional constraints and, where applicable, their privacy.

The Customer may not, under any circumstances, negotiate, propose or suggest another rate or rate condition in any form whatsoever, either upwards or downwards, to the Influencer directly or indirectly by a third party, without incurring contractual liability towards Influence4You. Influence4You reserves the right to block any message or account that violates these rules and to engage the contractual responsibility of the Customer in this regard.

3.8 Transparency and ethics

The Influencer must comply with the legislation, rules and standards in force throughout the duration of the collaboration with the Customer as part of the Customer's influence campaign.

The Influencer must indicate clearly, transparently and unambiguously throughout the promotion, directly on the image and video in his publications within his network and community that his publication is made as part of a paid or unpaid collaboration with the Customer.

Collaboration must be indicated by the words "advertising" or "commercial collaboration".

In addition, throughout the appearance, the influencer must :

• indicate "retouched image" when the face or silhouette has been modified using editing tools
• indicate "virtual image" when the image has been generated by computer processes
• include sector-specific information (e.g. "mangerbouger" for food products, information on gambling, training or the Evin law).

Any failure on the part of the Influencer and the Customer to publish and verify this information shall entail their full and entire responsibility and shall release Influence4You from its liability.

The Client and the Influencer expressly guarantee Influence4You against all financial consequences, damage to image, costs, claims, losses, condemnations, etc., including legal fees, that Influence4You would suffer as a result of such a breach by the Client or the Influencer of their obligations of transparency and ethics.

3.9 Audience measurement

The Customer acknowledges that the Influencer's audiences are provided by Influence4You or the Influencer for information purposes only and are in no way a guarantee of similar audiences during the Customer's promotional campaign.

The Customer expressly acknowledges that Influence4You cannot be held responsible for a drop in the audience or the number of views of the publications during the Influence campaign.

3.10 Assignment of intellectual property and image rights

Except with the Influencer's express prior agreement within the framework of the campaign, the Customer has no rights whatsoever over the Influencer's intellectual property rights and image rights for the duration of the influencer campaigns carried out on behalf of the Customer.

Without derogating from the preceding paragraph and without violating intellectual property rights and image rights, the Customer may share the publications produced, without modifying the content in any way whatsoever, using the sharing tools known on social networks, including, by way of non-exhaustive examples, retweets on Twitter or shares on Facebook.

If the customer has the influencer's agreement, then he can reuse the content produced by the influencers within the scope (duration of use, scope of use, geographical scope) that he establishes for each campaign.

3.11 References

The Customer authorizes Influence4You to quote :

elements, including but not limited to the name, logo, or any other graphic, sound or other element that identifies the Customer for reference purposes;

on its own communication media, including but not limited to its website and brochures.

Article 4: Financial terms and conditions

An invoice is issued on the last day of the month. It includes :

a monthly or annual subscription (on the anniversary date), the amount of which has been validated when registering on the platform or notified by the sales representative;

References to publications or posts by influencers that are invoiced as they are validated, and for which the amount was specified when the publication was validated.

Additional services are billed in the month they are performed;

VAT added on the last day of the month.

Rates are exclusive of tax (HT) and are payable in euros (€). Invoices are identified in the name of Influence4You.

With the exception of other terms defined by the employee in charge of the commercial relationship with the Customer, the Customer's payments are made by direct debit (credit card or bank account) as the invoice lines are drawn up, according to the following thresholds:

Each time the balance of 1,500 (one thousand five hundred) euros is reached; or

On the 4th of each month following completion of the services provided, if the balance exceeds 10 (ten) euros.

The Customer must ensure that he has valid means of payment at all times.

In application of article L 441-16 of the French Commercial Code, any default or delay in payment by the Customer will result in the payment of interest linked to a late payment penalty at the rate of 15% per annum and may result in the immediate suspension of Influence4You's services. This suspension ends with the regularization of payment by the Customer; the subscription remains due by the Customer and continues to run until complete termination by one of the parties.

Article 5: Customer obligations and responsibilities

5.1 Data supplied by the Customer

The customer provides all the information and products necessary for the realization of his influence campaign when he defines the parameters of his influence campaign in his Brief.

Influence4You cannot be held responsible for an influence campaign that does not meet the customer's expectations if the necessary elements or products supplied by the customer do not appear in the Brief or are not described in a clear and unequivocal manner.

The Customer expressly authorizes Influence4You to publish content generated by campaigns on its platform.

Influence4You may refuse any campaign that does not correspond to the editorial choices or if the Customer has not provided all the necessary administrative, financial and legal proof.

5.2 Rights and legality

The Customer declares and guarantees :

- have the capacity and quality required to collaborate with the Influencer, and that his or her activity is legal under applicable laws and regulations. The Customer guarantees Influence4You as well as the Influencer and/or the publishers of the social networks against any recourse in this respect.

- have and maintain all administrative and regulatory authorizations relative to the manufacture of products or the production of services for their sale if applicable. The Customer guarantees Influence4You as well as the Influencer and/or the publishers of the social networks against any recourse in this respect.

- hold all rights necessary for the exhibition and exploitation of all products and/or brands that may be exhibited as part of the execution of the services, and the Customer assures and guarantees their peaceful exploitation for the duration of the present contract. The Customer guarantees Influence4You against any recourse in this respect.

- that the brands and/or products that may be displayed as part of the execution of the services will not infringe the rights of third parties, in particular intellectual property rights (including, among others, brands, domain names and website properties) and will in no way constitute counterfeit. The Customer indemnifies Influence4You against all claims in this respect.

- that the products that may be displayed in the publications or posts will comply with applicable laws and regulations regarding public health, hygiene and safety, or any other regulated matter in force. The Customer guarantees Influence4You against any recourse from any consumer and/or any third party who may have encountered any problem with a product.

- be free of any commitment incompatible with the full performance of the service obligations for the entire duration of the influencer campaign, and that the campaign does not infringe the rights of any third party.

- be in good standing with the tax authorities, labor laws and social security organizations; the Customer agrees to personally take care of all declarations, as well as the payment of charges, taxes, contributions, taxes and sums of all kinds, and more generally the fulfillment of all formalities incumbent upon him/her as a result of his/her activity and the services performed as part of the Customer's influence campaign. The Customer guarantees Influence4You against any recourse in this respect.

5.3 Use and operating errors

The customer is fully responsible for the use made of the platform, including but not limited to the choice of Influencers and their remuneration.

In the event of misunderstanding of the use of the platform, all sums, including in particular those related to the Influencers' publications or posts or subscriptions, are due.

5.4 Normal use of the platform and limitations

The platform is intended for normal use. By normal use, we mean less than 1,000 influencer records displayed per 30-day period.
In addition, the platform is dedicated by default to a single brand (excluding "agency" accounts) and to several brands but one user account for agencies.
In addition, the number of simultaneous trackings is limited to 10 unless otherwise specified on the platform.

In the event of additional requirements or an increase in these restrictions, paying options may be proposed by the sales representative.

5.5 Payment and payment problems

The customer must ensure that a valid means of payment is available. In the event of a payment problem, the customer has 30 days to rectify the situation. If the situation is not rectified within 30 days of the payment default, the account will be automatically suspended and any commitment penalties described in article 5.6 will be due.

5.6 Early termination of commitment period

If the customer wishes to terminate his subscription before the end of the commitment period, a termination penalty equal to the following formula will be applied: MIN [(remaining months of commitment * monthly rate with commitment) ; (months of commitment over the renewal period * [price difference between rate with and monthly rate without commitment])*1.1]. In this way, we take the most advantageous amount for the customer between these 2 formulas.

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Article 6: Influence4You's obligations and responsibilities

The Customer expressly acknowledges that Influence4You is solely an electronic platform for managing influencer campaigns and, in particular, for putting the Customer in contact with influencers.

Influence4You undertakes to use its best efforts in accordance with the rules of the trade. The obligations of Influence4You arising from these General Terms and Conditions of Sale are, by express agreement, purely an obligation of means, which is expressly recognized by the Customer and the Influencer.

Influence4You cannot be held responsible in the event of

- intrusion by a third party into the Customer's website and its various pages and contents, or the Customer's website administration interface;

- access to databases or servers hosting source files ;

- piracy of the Customer's electronic mailboxes by a third party; or

- a computer virus attack on the Customer's website.

Influence4You functions correctly on the latest versions of Internet Explorer, Edge, Firefox, Chrome and Safari browsers (versions 10 and 11 for Internet Explorer and the current version on the date of publication + 2 previous versions for the other browsers), although non-significant differences in rendering may exist. Influence4You cannot guarantee the compatibility of the site developed on all browsers and all mobile devices. It is the responsibility of the Customer and the Influencer to set up and maintain browser and computer systems compatible with those of Influence4You's electronic matchmaking platform.

Article 7: Non-solicitation

In order to protect the interests of Influence4You including, but not limited to, the protection of its know-how, organization, or business model:

the Customer agrees, except with the express written consent of Influence4You, not to contact the Influencers or the Influence(s) directly or indirectly, in particular through a third party, an intermediary, a company, or a representative, in order to propose and carry out, without going through the services of Influence4You, an influence campaign similar or identical to the one created on the Influence4You platform for the duration of the present contract and two (2) years after the end of the contract. Influencers or Influencer(s) who are contacted or canvassed by the Customer for this purpose must immediately notify Influence4You ;

The Customer agrees not to solicit for hire or hire any member of Influence4You's staff, including its employees in charge of the commercial relationship with the Customer, without the prior consent of Influence4You during the entire duration of this contract and one (1) year after the end of the contract, regardless of the cause. This prohibition also applies if the planned recruitment is the result of an initial solicitation by a member of Influence4You's staff.

In the event of non-compliance with the obligations set out in this article, Influence4You is entitled to terminate any contractual relationship with the Customer to the exclusive detriment of the latter and to demand, as a penalty clause, the immediate payment of a provisional sum of €1,500 (one thousand five hundred euros) for each breach observed, without prejudice to any additional damages that may be due in compensation for the prejudice suffered.

This penalty clause applies by operation of law to Influencers or Influencers who have accepted such canvassing.

Article 8: Effective date

In the absence of any other mention by the Influence4You employee in charge of the commercial relationship with the Customer, the present contract takes effect on the day the account is created by the Customer or by Influence4You at the Customer's request.

Article 9: Termination

The subscription may be terminated with a minimum of 48 (forty-eight) hours' notice by either party by a simple click from the customer's "my account" space on the platform.

The subscription is due until termination even if there is no active campaign; or if the absence of a campaign is due to Influence4You's non-validation of the influence campaign for any violation of current legislation or of the present Terms and Conditions. A formula described in article 5.6 makes it possible to manage the penalty for early termination.

Cancellation is the responsibility of the customer, who must do so from his "my account" space 48 (forty-eight) hours before the subscription renewal date. Cancellation requests by e-mail are not accepted. Influence4You cannot be held responsible for a cancellation request by e-mail that has not been taken into account, and no request for reimbursement can be made on this basis.

Influence4You reserves the right to terminate the present contract, after written notification (by e-mail or post), automatically and without compensation of any kind, in the event of a breach of any of the clauses of the General Terms and Conditions of Sale.

In the event of termination of the contract at the Customer's initiative, budgets already allocated to his Influence campaign on the Influence4You platform are not recoverable and are due according to their actual realization. The same applies to current subscriptions.

Article 10: Transferability of the contract

Influence4You reserves the right to assign, transfer or contribute to a third party, in any form whatsoever, the rights and obligations arising from the present contract.

Article 11: Force majeure

Neither party shall be liable to the other for non-performance or delay in performance of any obligation under this contract caused by the other party following the occurrence of a case of force majeure recognized by case law.

Article 12: Modification of the General Terms and Conditions of Sale

These terms and conditions are subject to change.

Modifications to the General Terms and Conditions of Sale take effect when they are published on the site, at which point the customer is deemed to have taken cognizance of them.

In the event that the customer informs Influence4You that he/she does not agree with the modifications, Influence4You reserves the right to terminate the present contract in the sense and under the conditions of article 9 hereof.

Article 13: Protection of personal data

Personal data collected on the Site and the Influence4You platform are subject to the company's personal data protection policy as described in the GCU, and in particular:

The information collected on the forms is recorded in a computerized file by the Data Protection Officer (DPO) and, where applicable, to the Influence4You departments concerned for the processing of your registration. The information collected by Influence4You is used to create and personalize your account, communicate with us or other members, make payments and benefit from advantages. Unless otherwise stated, this information is mandatory.

Personal data will be kept until the request for deletion is made and will be used only by Influence4You.

In accordance with the French Data Protection Act, any Customer or Influencer may exercise their right to access and rectify their personal data by contacting us :

> by e-mail: help[@]Influence4You.com

> By mail to Influence4You's head office at 229 rue Saint Honoré, 75001 Paris, France.

Article 14: Specific information

In accordance with current regulations, Influence4You, in particular through the Influence4You employee in charge of the commercial relationship with the Customer, reserves the right to derogate from certain clauses of the Terms and Conditions of Sale depending on the negotiations conducted with the Customer.

Modifications to or deviations from the General Terms and Conditions of Sale take the form of :

an amendment signed by the Customer (and the Influencer, if applicable); or

by drawing up Special Terms and Conditions of Sale signed by the Customer (and the Influencer where applicable).

To this end, the amendment or the Special Conditions of Sale are published with the Brief sent to the Influencers. Before any influencer campaign is launched, the Customer and the chosen Influencer must have signed the Special Sales Conditions or the addendum to ensure that all parties are aware of these modifications.

Article 15 - Penalty clauses

Any breach by the Customer, an Influencer or the Influencer of any of the penalty clauses provided for in these General Terms and Conditions of Sale shall entail the obligation for the party proven to have committed said breach to pay the sum provided for in said clause within one (1) month of receipt of the request for payment, and this, where applicable, without prejudice to any action for compensation for related prejudice brought by the Party that considers itself injured.

This request shall be made by registered letter or e-mail with acknowledgement of receipt and shall specify the breach of the penalty clause as well as the lump sum due and provided for herein.

Article 16: Applicable law and jurisdiction

The parties agree that the applicable law is French internal law, that disputes are subject to the jurisdiction of the French courts, and that the courts of Paris have exclusive jurisdiction. The language of these General Terms and Conditions is French. Any translation into other languages is indicative only.