Article I. Object

These are the General Terms and Conditions of Sale (GCS) of the company ADICTIZ, SAS with a share capital of 310 559,00 euros, having its registered office at 2 rue Fourier 59000 LILLE and having registered at the RCS Lille Métropole under the number 504 614 892, hereinafter called "ADICTIZ".

The following apply to the Services proposed by ADICTIZ, namely:

- Subscriptions that include a License to use its Online Platform, such as ADICTIZ BOX. This makes it possible to create marketing games and measure the results in terms of recruitment, engagement and user conversion.

- Non-Subscription Services.

Article II. Definitions

The following terms and expressions have, unless otherwise stated, the meaning given to them below if they appear with their first letter in capital letters, whether in the singular or the plural in these General Terms and Conditions or in any another document from ADICTIZ.

Subscription: means the subscription formula for the License to use the Platform chosen by the CUSTOMER and described in the Contract or the Quotation.

CLIENT: refers to the person who has subscribed to a Quotation from ADICTIZ and who is responsible for paying the price. The CUSTOMER is a professional, it means that it acts for purposes that fall within the scope of its commercial, industrial, artisanal, liberal or agricultural activity.

Order: acceptance by the CLIENT of a Service offered by ADICTIZ.

General Conditions of Sale or GCS: refers to this document.

Contract: means all the rights and obligations of the Client and ADICTIZ concerning a Service and described in these General Conditions of Sale, the Quotation and any special conditions that may be concluded.

Quotation: means the application form for a Subscription or acceptance of a Service except for Subscriptions.

License: means the license to use the Platform granted by ADICTIZ as part of a Subscription.

Platform: refers to software developed by ADICTIZ available in SaaS mode.

Services: refers to all the services offered by ADICTIZ, namely subscriptions and non-subscription services.

Service: refers to a one-off service provided by ADICTIZ except Subscription.

Article III. Application Scope

These General Conditions of Sale apply to:

- each Subscription proposed by ADICTIZ and subscribed by the CLIENT.

- each Service Provision proposed by ADICTIZ except Subscription and accepted by the CLIENT

The signature of a Quotation entails full and unreserved acceptance of these General Terms and Conditions of Sale, which are applicable notwithstanding any clauses that may be contrary to any document issued by the Customer (such as its general conditions of purchase). Any clauses of the aforementioned documents of the Customer that are contrary to the present GCS will therefore be automatically declared unenforceable against ADICTIZ, except in the case of a written agreement specifically accepted by the parties (special conditions).

ADICTIZ reserves the right to modify these General Terms and Conditions of Sale at any time.

These modifications will only be applicable to Services performed after Customer's acceptance by any means of the amended Terms and Conditions of Sale.

In the absence of acceptance, the preceding General Conditions of Sale continue to apply.

The applicable General Terms and Conditions of Sale are those in force when the Quotation is signed, unless there is a legal or regulatory modification of public order.

Article IV. Commitments of ADICTIZ

ADICTIZ undertakes provision of all of its care for the quality of the Services provided to the Customer, within the framework of an obligation of means.

Article V. Orders

The financial terms of the ADICTIZ Services are indicated in the Quotation, as well as the options subscribed by the CLIENT.

The Order is final when the CUSTOMER has signed the Quote and returned it to ADICTIZ. ADICTIZ reserves the right to refuse any Order from a Customer with whom there is a dispute over the payment of a previous Order as long as this dispute has not been resolved.

Article VI. Financial conditions

Price

The prices of the Services are indicated in the Quotation signed by the CLIENT. The prices indicated in the Contract are exclusive of tax.

Delays and late payments

The payment of the ADICTIZ Services is due by the CLIENT, thirty (30) days after the date of issue of the invoice by ADICTIZ or the due dates indicated on the invoice.

Any amount not paid at the due date automatically entails the application, 31 days after the date of issue of the invoice by ADICTIZ or the due dates indicated on the invoice, of late penalties calculated at the refinancing rate applied by the European Central Bank (ECB) on the first day of the reference half-year plus 10 (ten) percentage points, without the need for a reminder, as well as the payment of a minimum lump-sum payment of 40 euros, fixed by decree, for recovery costs; ADICTIZ reserves the right to claim from the CLIENT an indemnity of a higher amount for recovery costs, on proof (art. L 441-6 and D 441-5 of the French Commercial Code).

In addition, any amount not paid by the CUSTOMER thirty (30) days after the date of issuance of the invoice by ADICTIZ or the due dates indicated on the invoice, will produce, 15 days after formal notice to pay, a late payment interest calculated on a prorata temporis basis at the statutory interest rate plus 2.5 (two decimal five) percentage points.

In addition, in the event of partial or total late payment of more than fifteen (15) days, ADICTIZ reserves the right to suspend the supply of the relevant Service without any formality and without prejudice to the amounts remaining due and all damages and interests.

Copyright

The subscription formulas proposed by ADICTIZ imply the creation by ADICTIZ of software (namely the structure, the container of modules and options available on the Platform and which allows the Customer to create personalized content) which are protected by the laws in question. Intellectual Property, of which ADICTIZ is the owner.

Any reproduction, representation or adaptation, in whole or in part, of such software is systematically subject to the authorization of ADICTIZ, which grants the Customer only a license to use such software for the duration of the Subscription.

Brands

The trademarks and logos of ADICTIZ are registered and protected.

Any total or partial reproduction of the trademarks or logos of ADICTIZ without its explicit authorization, is constitutive of counterfeit sanctioned by the articles L.713-2 and following of the Code of the intellectual property.

Data base

The databases established by ADICTIZ and the CLIENT as producers are protected by copyright and by the law of 1er July 1998 transposing into the code of intellectual property of the European directive of March 11th 1996 on the legal protection of databases.

Without the written authorization of the producer of the concerned database, any reproduction, representation, adaptation, translation or modification, in whole or in part, as well as any substantial qualitative or quantitative extraction is forbidden and sanctioned by articles L.343-4 and following the Intellectual Property Code.

Article VIII. Personal data

As part of the Services in general :

The CUSTOMER collects personal data for the implementation of its commercial animation and in order to strengthen its customer base or prospects.

As such, the CLIENT has the quality of controller.

In the event that it accesses the personal data of the Customer, ADICTIZ has the role of subcontractor, and this is for the duration of the Contract concerned.

Obligations of the CUSTOMER

As manager of personal data processing, the CUSTOMER undertakes carrying out lawful processing under the Data Protection and Freedom legislation resulting in particular from the law n ° 78-17 of January 6th, 1978 on computer science, files and freedoms, as amended, and to comply with European regulation 2016/ 679 (General Data Protection Regulation or GDPR).

Thus, the CLIENT undertakes collecting personal data in a fair and lawful manner.

Personal data are collected by the CLIENT for specific, explicit and legitimate purposes. Each purpose of treatment must be the subject of a prior declaration to the CNIL (French National Commission on Informatics and Liberty)

The CUSTOMER undertakes ensuring that the data collected is adequate, relevant and not excessive in relation to the intended purposes. Only the data needed for the treatment must be collected.

By virtue of the quality mechanics, the data collected must be accurate, complete and up-to-date.

Personal data can not be stored by the CLIENT for an unlimited period. The CLIENT sets a reasonable shelf life according to the stated purpose and respects the duration imposed by the CNIL or the Law.

The processing of personal data by the CLIENT must have received the free, specific and informed consent of the person.

The CUSTOMER agrees to inform the persons of the information mentioned in article 32 of the aforementioned law in the forms and in a confidentiality policy, at the time of the collection.

For the personal data in its custody, the CUSTOMER, in his capacity as controller, is required to take all necessary precautions, in view of the nature of the data and the risks presented by the treatment, to preserve the security data and, in particular, prevent them from being distorted, damaged or that unauthorized third parties have access to them.

Obligations of ADICTIZ

As a subcontractor, ADICTIZ undertakes to implement sufficient safeguards, including appropriate technical and organizational measures, so that the processing guarantees the protection of the rights of the data subject as well as the security, confidentiality and integrity of personal data.

The CUSTOMER specifically authorizes ADICTIZ to use subcontractors, in particular for the hosting of the Customer's data, it being specified that the same obligations regarding data protection as those set forth herein are imposed on these subcontractors. As a result, ADICTIZ does not have to obtain prior authorization from the CLIENT.

ADICTIZ processes personal data only on the basis of the Client's documented instructions, including with regard to the transfer of personal data to a third country or to an international organization, unless it is required to do so under the law of the European Union or the law of the Member State to which ADICTIZ is subject.

ADICTIZ ensures that the persons it authorizes processing personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality.

ADICTIZ undertakes collaborating with the CUSTOMER to respond to the requests of the persons concerned who contact them in order to exercise their rights (such as the right of access, opposition, rectification.

At the end of the Subscriptions, in accordance with the Client's instructions, ADICTIZ will give them the personal data collected, in a format to be agreed on by the parties.

ADICTIZ shall provide the Customer with all the information necessary to demonstrate compliance with the obligations set out in this Article and to enable audits, including inspections, to be carried out by the controller or another auditor he or she has appointed, and to contribute to these audits. If necessary, these inspections or audits can only be carried out with 15 days' notice and can only relate to the verification of compliance with this article. These audits will be carried out at the sole expense of the Customer and will not be at the expense of ADICTIZ.

ADICTIZ shall, as far as possible, inform the controller if, in its opinion, an instruction constitutes a clear violation of the data protection regulations.

As part of subscriptions:

Hosting of personal data.

It is specified that when ADICTIZ is required to host personal data collected by the CLIENT as part of a Subscription, then this data is hosted by a subcontractor of ADICTIZ, on servers located within the organization in European Union.

As part of Non-Subscription Services:

The CUSTOMER acknowledges that as part of its non-subscription services, ADICTIZ may use social media platforms and the data processed by these platforms may potentially be hosted outside the European Union.

Article IX. Responsibility

Operating reserve

ADICTIZ retains the freedom to oppose the use by the CLIENT of the Services provided until actual payment of the full price in principle and accessories.

In the event of non-payment, and in accordance with Article VI of these Terms and Conditions, ADICTIZ may suspend or stop the Services concerned.

These provisions do not prevent the transfer to the Customer, upon execution of the Services, the risk of damage they could cause.

Reservation of title

As part of the Subscriptions, ADICTIZ reserves the entire property of the content created by the CLIENT thanks to its modules and options to which he has subscribed until the effective payment of the full price and any penalties, recovery fees and interest of delay due by CLIENT.

In the event of non-payment, and in accordance with Article VI of these Terms and Conditions, ADICTIZ may suspend or stop the concerned Services.

These provisions do not prevent the transfer to the Customer, upon execution of the modules and options taken out, the risk of damage they could cause.

Guarantee

ADICTIZ is bound towards the Customer only by an obligation of means and does not provide any guarantee, express or implicit, including any guarantee of quality and adequacy for a particular use of the Services performed.

As part of subscriptions:

- ADICTIZ alone assumes the consequences of any claim from third parties on the software like the structure or the container of modules and options available on the Platform and included in the Subscription.

- The CUSTOMER is solely liable for the consequences of any claim by third parties concerning the utilization made by the CLIENT of the modules and options provided by ADICTIZ, as well as personalized content that he has created as part of the Subscription.

- ADICTIZ undertakes implementing the appropriate technical means to ensure data security and confidentiality in the context of an obligation of means.

Nevertheless, despite the security measures put in place by ADICTIZ to avoid any interception, this security and confidentiality can not be fully guaranteed.

ADICTIZ can not be held responsible for any loss or damage to the integrity of data transmitted over the Internet, tampering or unauthorized access to transmissions or data, items or data sent or received, or the sending or receiving failed, except in case of fault on its part.

Possible damages

ADICTIZ is liable for bodily injury and material damage caused to the Client that would result directly from a fault on its part but can not be held liable in any case, whatever the type of liability action brought, even if ADICTIZ has been informed of their possible occurrence, unless otherwise required by law, indirect or sometimes indirect, incidental, special, whether tangible or intangible, consequential or non-consequential damage, including damage resulting from loss of profits, lack of gain, damage to the brand image, loss of order and customer, loss of data or deprivation of use suffered by the CUSTOMER or a third party.

In any event, and except for bodily injury caused to persons, the financial liability of ADICTIZ will be limited to the total amount of the pretax price paid by the CUSTOMER for the Order that caused the damage.

This clause will be applied subject to the contrary mandatory provisions provided for by certain laws. In this case, the liability shall be limited to the extent permitted by the said applicable law.

Force major

ADICTIZ can not be held liable, or considered as having failed in these Conditions, for any delay or non-performance, when the cause of the delay or the non-performance is linked to a case of force majeure as defined by the jurisprudence of the courts and French courts including interruption, suspension, reduction or disruption of electricity or other interruptions or interruptions of electronic communication networks and more generally for any external cause beyond its control or for the fact of a third party.

Article X. No solicitation of staff

The CLIENT specifically refrains from soliciting for the hiring or hiring directly or indirectly any employee of ADICTIZ even if the initial solicitation is formulated by the collaborator.

This prohibition applies for the duration of the Contract and for the twelve (12) months following the date of termination of the contractual relationship for any reason whatsoever.

In case of non-compliance with this prohibition, the CUSTOMER will be required to pay immediately to ADICTIZ, as a penalty clause, a lump sum compensation equal to twelve (12) months of the last monthly gross salary of the person requested or hired.

Article XI. Duration of Subscription

When a Subscription is subscribed, the duration of the Contract concluded between ADICTIZ and the CLIENT is stipulated in the Quotation and depends on the Subscription chosen.

At the end of the initial term, the Contract is tacitly renewed at its expiration for a period of one (1) year, each year, in the absence of notification notified by ADICTIZ or by the CLIENT by registered letter with acknowledgment of receipt received. by the party concerned no later than three (3) months before the expiry date.

Article XII. References

The CLIENT authorizes ADICTIZ to quote his name or the games he has created on his Platform as a professional reference.

Article XIII. confidentiality

The Parties undertake to keep the information exchanged and all documents and elements produced strictly confidential in the framework of the execution of the Contracts concluded between them.

The CLIENT undertakes not to use the Services provided by ADICTIZ for purposes other than the execution of the Contract.

During and at the end of the performance of the Contract, each party and its agents undertake not to disclose to third parties, without the authorization of the other party, the methods and tools that are the exclusive property of the other party.

Article XIV. Independence of clauses

Should any part of these GTCS prove to be invalid, invalid or unenforceable for any reason whatsoever, the term or terms in question would be declared non-existent and the remaining terms would retain their full force and scope and continue to be applicable. The terms declared non-existent would then be replaced by the terms that will come closest to the content and meaning of the annulled clause.

Article XV. Litigation, dispute, claim

The parties expressly agree that in case of dispute, dispute or claim arising from the contract, whatever the cause, and before entrusting it to the competent courts, they undertake to make every effort to find an amicable outcome to this conflict, within less than sixty (60) days from the first notification stating the litigation, dispute, or claim.

Article XVI. Applicable law - Assignment of jurisdiction

The Contract is exclusively subject to French law.

Any dispute between the parties, relating to their commercial relations and in particular to the conclusion, the interpretation, the execution and the termination of the Contract will be submitted to the exclusive jurisdiction of the jurisdictions of the place of the registered office of ADICTIZ, even in case of appeal in warranty or multiple defendants, including in the case of emergency or conservatory proceedings, in summary proceedings or by motion.