General terms and conditions for the provision of software

Applicable on 30/06/2025

These General Terms and Conditions for the Provision of Software (YOO General Terms and Conditions) (hereinafter” The General Conditions ”) govern the use of the platform offered on the site https://yoo.paris/cgv by the customer or the Account Owner (hereinafter “” The Customer ”).

The YOO service is offered by WOO, a simplified joint stock company registered in the Trade and Companies Register under the number SIREN 814 542 288, whose head office is located 255, boulevard Pereire in Paris (75017) (hereinafter “the Service provider ”).

The Service Provider publishes and markets a platform (the YOO Platform) allowing companies and organizations that wish to promote their products, services, events or brand image (the YOO Platform). (i) to receive selections of profiles of natural persons relevant to these products, services, events and/or brand image (the Creators) in order to involve these persons in marketing campaigns (the Advertising Campaigns), and (ii) to subsequently monitor the progress and performance of these campaigns. To do this, the Service Provider capitalizes on a large database of Creators registered via the public interface of the YOO Platform, and efficient proprietary technologies and software to identify the most relevant Creators for a given Advertising Campaign.

The Customer wishes to use Creators in order to organize an Advertising Campaign around its products, services, events or more generally its brand image (or, in the event that the Customer is an advertising agency or another intermediary, its own customers). It has identified the Service Provider as a relevant partner for this purpose, and in particular wishes to use the YOO Platform to obtain relevant Creator profiles and control the progress of the Advertising Campaign.

After inquiring about the YOO platform as offered by the Service Provider, the Customer decided to use the latter under the conditions defined below, by authorizing the Account Owner to register on the YOO Platform.

Therefore, these General Terms and Conditions constitute a contract between the Customer and the company WOO (hereinafter collectively “the Parties”).). By using the platform, the Customer is deemed to unreservedly accept these General Conditions for the provision of software (the General Conditions), which he previously accepted when registering. Also, the Customer may not under any circumstances rely on any lack of knowledge or acceptance of these.

ARTICLE 1: DEFINITIONS

In addition to those defined on the header page and in the preamble, within the General Terms and Conditions, the following terms and expressions will have the following definitions:

• “Subscription” : the Customer's personal right to organize Advertising Campaigns via the YOO Platform, in return for payment of the Price as stipulated in Article 8 below;
• “Anomaly”: a blocking or non-blocking anomaly;
• “Blocking anomaly”: a malfunction of the YOO Platform, regardless of its cause, resulting in a complete impossibility of its use by the Customer, such as an impossibility of accessing the YOO Platform;
• “Non-blocking anomaly”: a malfunction of the YOO Platform, regardless of its cause, causing a deterioration in the quality of access or use of the YOO Platform for the Customer, without this access or use being made impossible (for example: slowdowns, unavailability of certain Customer Data or certain User Accounts);
• “Creator base: WOO's proprietary database containing all the profiles and references of Creators registered via the public interface of the YOO Platform;
• “Brief”: the document drawn up by the Customer summarizing, in any form whatsoever, all the specifications and instructions intended for Creators as part of the Advertising Campaign;
• “Advertising campaign” or “Campaign”: any marketing operation organized at the initiative of a Brand via YOO, either through the transmission of a Brief to selected Creators, in order to promote products, services and/or the image of this Brand (or, in the case of agencies and other intermediaries, of its own customers).
• “User account” : the right to access and use the YOO Platform granted to a User, materialized by the generation and allocation to this User of a unique set of User Identifiers;
• “General conditions” : these General Terms and Conditions for the provision of software, which govern the use of the platform by the Customer, previously accepted without reservation when registering;
• “Contents” : all content created by the Creators as part of the Campaign initiated by the Customer;
• “Customer Data” : any data imported or generated as part of the use of the YOO Platform by Users, including (but not limited to) User profile data and connection and browsing logs, information relating to the Customer's brands, products, services and activities, and more generally all information contained in the Briefs, including information that could be reused and disseminated as part of Advertising Campaigns;
• “User Identifiers” : the unique pair formed by a username (Login) and a password chosen by the User concerned, allowing this User to access and use the YOO Platform;
• “Creator”: any natural person registered as a Creator via the public interface of the YOO Platform, and as such likely to be able to participate in Advertising Campaigns organized by the Customer;
• “Enrollment” : the creation of an account on the Platform;
• “Deals” : the various services offered to the Customer by the YOO Platform, in the form of credits including a certain number of Creators, Campaigns and Contents, a certain amount of support, in particular, for various prices. Offers are defined in Article 8.1;
• “Past offers”: old offers to which the Customer would have subscribed before this version of the GTC
• “YOO Platform” or “Platform” : the advertising campaign management platform accessible, on the date of signature of these General Terms and Conditions, under the domain https://www.yoo.paris/ , developed, published and marketed by the Service Provider, including all of its software, graphic, audiovisual and textual parts;
• “Benefits” : the services provided by the Service Provider under these General Terms and Conditions, constituting the service entitled “YOO”, as defined in Article 4;
• “Price” : the total price agreed for the Services, as indicated and detailed in Article 8;
• “Account Owner” : the first User to have registered on the Platform in the name and on behalf of the Customer, by indicating the Customer's statutory information at the time of registration;
• “Subscription” : the purchase of a Subscription to one of the Offers;
• “Users” : natural persons specifically chosen and designated by the Customer to use the YOO Platform, such as its employees or other persons under its direct responsibility and/or authority, and registered as such on the YOO Platform.

These terms and expressions may be used both in the singular and in the plural, where appropriate.

ARTICLE 2: OBJECT

The purpose of the General Terms and Conditions is to define the conditions under which (i) the Service Provider will perform the Services at the request of the Customer, including the provision of the Platform, and (ii) the Customer may use the YOO Platform, as well as the respective rights and obligations of the Parties in this context.

It is understood that the General Conditions do not create any personal obligation of the Service Provider towards Users, the Customer being also solely responsible, vis-à-vis the Service Provider, for the respect of the General Conditions by the Users, and more generally for the behavior and actions of the latter.

ARTICLE 3: TEMPORALITY

1. Acceptance and entry into force

The General Conditions will come into force on the date of their acceptance by the Customer, to be made through the Account Owner at the time of their first subscription to a Subscription on the YOO Platform. The subscription of a Subscription imperatively implies the unreserved acceptance of the General Conditions by the Customer and the Account Owner.

By accepting the General Conditions after having indicated the Customer's statutory information, the Account Owner declares and guarantees, in his own name, that he has all the qualities and/or authorizations necessary to engage the Customer under these General Conditions, and undertakes, in the event that it turns out that he did not have these qualities and/or authorizations at the time of registration, (i) to hold the Service Provider free from all disputes, claims, actions or complaints by the Customer or any third party in connection with its authorization from the YOO Platform, and (ii) to personally pay all amounts due for the Services to the Service Provider.

2. Duration

The General Conditions will remain in force for the duration of the use of the YOO Platform by at least one User, i.e. until the deletion of all User Accounts at the initiative of the Customer (in accordance with Article 3.3.2 below) or of the Service Provider (under the conditions provided for in Article 3.3.1 below). Depending on the Offer chosen by the Customer (as described in Article 8 below), a minimum period of commitment by the Customer may apply depending on the Offer chosen.

By way of derogation from the above, the clauses that are by nature intended to apply after the end of the General Conditions (such as the confidentiality and non-competition clauses, as well as, where applicable, the entire Annex “Personal Data Processing”) will remain in force between the Parties for the duration stipulated in each of these clauses respectively.

3. Suspension and Termination
   
   1. Suspension and termination at the initiative of the Service Provider

The Service Provider reserves the right to immediately suspend the performance of the Services (including access to the YOO Platform for all Users) in the event that:

• The Customer would not have made the full payment of any sum due under these General Conditions by the due date agreed for the payment of this sum, it being specified that the dates indicated on the invoices as issued by the Service Provider, or failing that in these General Conditions, will be authentic;
• The Service Provider would suspect or be informed of an illicit use of the YOO Platform or of any other breach of the provisions of these General Conditions by the Customer and/or a User.
• The Customer publicly makes remarks denigrating the Brand and/or YOO, publicly takes positions that are prejudicial to the image of the Brand, its managers or its products and/or services, whether through oral or written comments or in any manner whatsoever.
• The Customer would not comply with all the laws, regulations and recommendations applicable to advertising in its sector of activity.

The Service Provider will inform the Customer in writing of the reasons for the suspension. This will be maintained until the Customer has fully justified the absence or cessation of the suspected breach or established or repaired his fault.

In the event of a serious and/or repeated breach by the Customer of any of its obligations stipulated in the General Conditions, the Service Provider will have the option of terminating these General Conditions, without prejudice to the damages to which it may claim as a result of the breach.

To do this, the Service Provider will notify the Customer in writing (LRAR) of its intention to terminate the General Conditions, setting out precisely the breach (s) observed. Except for the Customer to justify in writing (LRAR) the complete correction and cessation of these breach (s) within a period of fifteen (15) calendar days following receipt of the above notification, the termination will be automatically acquired at the expiration of this period of fifteen (15) calendar days.

It is understood that termination within the meaning of this Article may only apply, in any event, for the future. The Customer understands and accepts that none of the amounts paid by him for the part of the Services performed before the cancellation date can be reimbursed to him.

Termination automatically entitles the Service Provider to delete all User Accounts, without any notice or additional formality being required.

2. Termination at the initiative of the Customer

Depending on the Offer that the Customer has purchased (as defined in Article 8.1), he has the discretionary right to terminate these General Terms and Conditions by asking the Service Provider to delete all User Accounts. Termination will be acquired on the date of deletion of the last User Account, which will take place as soon as possible from the end of the current commitment period, if applicable.

It is understood that termination within the meaning of this Article may only apply, in any event, for the future. The Customer will remain liable for the price of any Services performed or in progress on the date of termination; he further understands and accepts that none of the amounts paid by him for the part of the Services performed before the date of termination can be reimbursed to him.

4. End of the General Terms and Conditions

As of the end date of the General Conditions for any reason whatsoever, the Customer will automatically lose all right to access and use the YOO Platform. The Customer must therefore immediately stop using or attempting to access the YOO Platform, as of this date and without any notice or warning being required in this regard.

The reversibility of Customer Data may be carried out at the request of the Customer in accordance with Article 4.3 below.

ARTICLE 4: DESCRIPTION OF BENEFITS

1. Provision of the Platform

The Platform is a platform based on a proprietary software solution developed by the Service Provider, allowing the Customer to organize and manage Advertising Campaigns by mobilizing the referenced Creators.

The YOO Platform is a standard solution (not customizable) allowing the Customer in particular to:

• To create and manage User Accounts in total autonomy;
• Subject to having a current Subscription on the date, creating, recording and transmitting Briefs to Creators for its Advertising Campaigns, and receiving and validating relevant Creator profiles, automatically selected by the YOO Platform within the Creators Base, according to the specifications of each Advertising Campaign as indicated in the Brief;
• To monitor and control the performance of each advertising campaign in progress or completed.

The licensing of the YOO Platform through the ADAPTIVE, DISCOVERY and CREATIVE Offers through the ADAPTIVE, DISCOVERY and CREATIVE Offers as well as the antecedent Offers (as defined in Article 8.1) is materialized by the possibility for the Customer to generate an unlimited number of User Accounts, being reminded that the Customer remains exclusively and fully responsible for the individual activity of each User in connection with the Platform.

It is recalled that WOO maintains permanent access to the accounts of Users registered on the Platform. As such, WOO reserves the right to intervene at any time during the Campaign, in particular to ensure its proper execution, guarantee compliance with these Terms, or preserve the integrity of the Platform and its services.

In addition, in accordance with the principles of software as a service (SaaS), the software parts of the YOO Platform, as well as all of its content (including Customer Data), are hosted by the Service Provider either on its own servers, or on those of one of its subcontractors (at its exclusive and discretionary choice). The Customer must therefore use and provide an Internet connection of sufficient quality for each User to access and use the YOO Platform. Neither the provision of this Internet connection nor the costs of the latter will be borne by the Service Provider, the Customer declaring and guaranteeing to do so.

The Customer understands and accepts that the YOO Platform, subject to subscription to an Offer, allows him to consult, browse or visualize the Creator Base, as well as to receive and validate selections of Creator profiles automatically made by the YOO Platform according to the criteria and specifications indicated in the Briefs drawn up by the Customer, but that it does not allow him to access the information considered personal of the Creators.

Once the selection has been validated, Creators can start creating and publishing content for the purposes of the Advertising Campaign.

2. Customer and technical support

Subject to having a valid Subscription on the date, the Customer may have corrective maintenance managed by the Service Provider under the conditions stipulated in this Article 4.2.

The Maintenance Services included in the license exclusively cover the correction of Anomalies (blocking and non-blocking) duly reported by the Customer concerning the YOO Platform. In particular, the services relating to the training of Users to use the YOO Platform, do not constitute Maintenance Services, and will be invoiced to the Customer according to the Offer chosen on a dedicated estimate to be established by the Service Provider.

The Maintenance Services thus defined will be provided by the Service Provider or any subcontractor of his choice, the Customer having no right to intervene, by himself or through an intermediary, on the software parts of the YOO Platform, whether in particular to modify, correct, correct, analyze, decompile or adapt them.

Requests for Maintenance Services must be sent to the Service Provider either in writing to the Service Provider's usual contact email address, or by telephone to the contact number indicated by the Service Provider, within the limits of the normal office hours of an average French company. As an exception to the above, Blocking Anomalies must be reported and/or confirmed to the Service Provider in writing, and include a precise and detailed description of the nature and circumstances of the blocking Anomaly observed.

The Service Provider undertakes to make its best efforts to ensure the correction of the Anomalies reported by the Customer in accordance with the conditions stipulated in the previous paragraph, as soon as possible from the receipt of this report, it being understood that the Service Provider will ensure the correction of the blocking Anomalies as a matter of priority.

In the event that the travel of one or more employees of the Service Provider and/or one of its subcontractors is necessary to carry out maintenance operations, it is understood that any travel and accommodation expenses will be borne exclusively by the Customer, at their actual cost.

In addition, in the event that the Anomaly had a cause or origin or would have been aggravated by one of the cases listed below, it is understood that the costs of the corresponding Maintenance Services will be invoiced to the Customer at their total real cost:

• Use of the YOO Platform by a person other than a User duly authorized by the Customer, and/or in a manner that is not consistent with its destination or documentation;
• Modification of the YOO Platform, including in particular its software parts, by the Customer or by a third party not explicitly authorized by the Service Provider;
• Failure by the Customer to comply with any of its obligations under these General Terms and Conditions;
• Installation or interfacing with any software package, software or operating system that is not compatible with the YOO Platform and/or not explicitly provided for when the YOO Platform is put into production for the Customer;
• A voluntary act of degradation, malice or sabotage.

For its part, the Customer undertakes to collaborate actively with the Service Provider in order to ensure the proper performance of the Maintenance Services, in particular by providing the Service Provider with all the information required by the latter to identify the causes, origins and circumstances of the Anomaly, in a diligent, complete and sincere manner.

3. Reversibility

At the end of the General Terms and Conditions for any reason whatsoever, the Customer may ask the Service Provider to return all Customer Data.

This request must be made by registered letter with acknowledgement of receipt within thirty (30) calendar days following the end of the General Conditions.

Customer Data will be returned to the Customer as soon as possible following receipt of this registered letter with acknowledgement of receipt, in Excel (.xls) or CSV (.csv) file format. Any request for the return of Customer Data in a format other than the two formats mentioned above, or requiring specific services such as assistance services, will be invoiced to the Customer according to a dedicated estimate to be issued by the Service Provider.

The Customer undertakes to collaborate actively with the Service Provider in order to facilitate the execution of these reversibility operations.

ARTICLE 5: COMMITMENTS OF THE PARTIES

1. Commitments of the Service Provider

The Service Provider undertakes to:

• Execute the Services with seriousness, professionalism and diligence, in particular the provision of the YOO Platform to the Customer according to the principles of software as a service (SaaS);
• Provide the Customer with loyal and informed advice concerning the compatibility of the YOO Platform with the operational needs and technical constraints of the Customer, to the extent of the information actually communicated to the Service Provider by the Customer, and the technical, human and financial resources and skills of the Service Provider, and the technical, human and financial resources and skills of the Service Provider;
• Provide Customer support for the YOO Platform in accordance with Article 4.2 above;
• Ensure the security and confidentiality of Customer Data by implementing appropriate technical and organizational measures and by choosing subcontractors offering high level security commitments.

Given the highly technical nature of the Services and their dependence on systems and networks over which the Service Provider cannot reasonably exercise full control (in particular the Customer's information systems and its Internet connections), the Customer understands and accepts that the Service Provider's obligations under these General Terms and Conditions can in any event only be interpreted as obligations of means, and not of results.

Likewise, the selection of Creators offered to the Client by the YOO Platform for a given Advertising Campaign being intrinsically dependent on factors beyond the control of the Service Provider, such as the quality and specifications of the Brief drawn up by the Client or the quality and detail of the profiles of the Creators registered on the YOO Platform for a given Advertising Campaign, it is understood that the Service Provider cannot be bound by any obligation of result as to the relevance of the profiles offered and The ability of the Creators selected to meet the needs of the Advertising Campaign. In the event that the Customer does not receive the content on time, in accordance with the Brief, the Service Provider only undertakes to contact the Creators a maximum of 3 (three) times and to exclude them in case of lack of response. However, the absence of content or response from the Creators does not guarantee any right to any reimbursement for the Customer.

2. Customer Commitments

The Customer undertakes to:

• Pay the Price according to the conditions set out in Article 8 below;
• Cooperate actively with the Service Provider, in particular by indicating in writing, where appropriate, in a clear and understandable manner, its specific needs and expectations with respect to the Services, as well as the constraints and specificities of its information systems, and by providing sufficient and sufficiently qualified personnel to cooperate with the Service Provider, including at least one (1) dedicated contact person on a permanent basis;
• Inform the Service Provider in writing of the problems and difficulties of any nature and severity encountered in the context of the use of the YOO Platform, and comply with the Service Provider's instructions to resolve these problems and difficulties;
• Control the activity of Users in order to ensure the legality and compliance of this activity with these General Conditions;
• Respect all laws, regulations and recommendations of the ARPP, applicable to advertising in its sector of activity.
• Provide the Creators selected for each Advertising Campaign with all the elements, information and materials required for the smooth running of this Advertising Campaign, the Customer being solely responsible for making the corresponding shipments and for paying any related costs;
• Control access to the YOO Platform in order to ensure that it is reserved for duly authorized Users only, in particular by ensuring the absolute security and confidentiality of the User Identifiers, and by informing the Service Provider in writing of any suspected or proven case of intrusion or unauthorized access to the YOO Platform (including cases of loss, leak, disclosure or corruption of all or part of the User Identifiers);
• Inform the Service Provider without delay in the event of suspicion of any violation of these General Terms and Conditions or of applicable laws and regulations attributable to a User, and in any event as soon as a User ceases to be placed under the responsibility of the Customer, for example due to a departure from the company for any reason whatsoever, in order to allow the deletion of the User Account concerned;
• Not to decompile, analyze, copy, duplicate, duplicate, modify or imitate the YOO Platform, including in particular its software parts, nor seek or attempt to perform any of these acts, whether by itself or by an intermediary;
• Do not interface or connect the YOO Platform to other information systems or databases without the express written consent of the Service Provider, in particular publicly accessible information systems or databases, nor export, reproduce, share or publish any part of the YOO Platform (including its software parts) on such information systems or databases (including any website), or search for or attempt to perform any of these acts, whether by himself or through an intermediary .

In general, the Customer undertakes to communicate without delay to the Service Provider, at the Service Provider's first written request, all information necessary or useful to ensure that its obligations under the General Conditions are met.

In the event of a noted or suspected breach by a User of the obligations arising for the Customer from these General Terms and Conditions or the applicable laws and regulations in connection with the YOO Platform, the Service Provider reserves the right to suspend or delete this User's User Account, if necessary without notice. In this case, the Service Provider will inform the Customer in writing as soon as possible, except in the case where the law, applicable regulations or the competent authority prohibits such information, for example for investigative reasons.

ARTICLE 6: SERVICE LEVEL AGREEMENT (SLA)

The Service Provider undertakes to make its best efforts to ensure the availability of the YOO Platform 24 hours a day, 7 days a week (including weekends and holidays), excluding maintenance periods, and subject to malfunctions, limitations or interruptions in service that would be due to the infrastructures, information systems and connections of the Customer and/or the latter's subcontractors.

Maintenance operations will never take place outside the normal office hours of an average French company.

ARTICLE 7: INTELLECTUAL PROPERTY

1. License to use the YOO Platform

For the strict needs of access and use of the YOO Platform by the Customer under the conditions and limits stipulated in these General Conditions, the Service Provider grants the Customer a license to use the YOO Platform, including its software parts.

This license is strictly personal, non-transferable and granted on a non-exclusive basis, for all countries and for the sole duration of these General Conditions as defined in Article 3 above. It only applies to Users duly and by name authorized by the Customer to use the YOO Platform under its responsibility.

The license is limited to the only acts of reproduction and representation necessary for the use of the YOO Platform in accordance with these General Conditions, carried out by Users duly authorized by the Customer. In particular, it is exclusive of any marketing or sublicense of any right on the YOO Platform by the Customer, whether by himself or by an intermediary.

None of the provisions of these General Terms and Conditions may be interpreted as transferring or granting in any way to the Customer any right of ownership on the WOO Platform, on the Creators Base, or on any part or any element of these.

Consequently, the Customer understands and accepts that it has no rights to the source code, the documentation of the YOO Platform, the trade name and other distinctive signs relating to the WOO and YOO brands, and will therefore not be able to claim any access or any copy of these elements. Any modifications, adaptations or corrections to the YOO Platform, even when they are required by the Customer and/or necessary for the use of the YOO Platform, can only be made by the Service Provider and/or the subcontractor (s) chosen by the Service Provider in an exclusive and discretionary manner.

The Customer also has no right to make any backup copy of the software parts of the YOO Platform, the Service Provider providing for this need himself by the means of his choice.

Likewise, the Customer understands and accepts that it has no right to access, extract or reuse the Creator Base and the information it contains, other than that of receiving and validating selections of Creator profiles automatically made by the YOO Platform on the basis of the Briefs drawn up by the Customer on the basis of the Briefs drawn up by the Customer, within the strict framework of the Advertising Campaigns implemented in accordance with these General Conditions. In particular, the Customer expressly prohibits any reuse of information from the Creator Base outside of the YOO Platform, as well as any transfer, provision or sharing of this information with any third party.

Finally, unless otherwise expressly stated by the Customer, notified to the Service Provider by letter with acknowledgement of receipt, the Service Provider will have the right to mention the Services provided for the Customer (in particular, engagement rate and number of impressions) as a reference in the context of its commercial prospecting, external communication and advertising procedures.

The right mentioned in the previous paragraph includes the right to use the Customer's common names and trade names, including when they would be protected as a trademark, worldwide, on any media medium, for an unlimited period of time.

2. CONTENT PRODUCED AS PART OF THE CAMPAIGN INITIATED BY THE CUSTOMER

It is understood between the Parties that the Service Provider is the sole owner of the intellectual property rights of all the Content produced by the Creators as part of the Campaign initiated by the Customer.

Acceptance of these General Conditions involves the transfer by the Service Provider to the Customer of the rights to represent the Content, so that the latter can repost the Creators' Content on all of its social networks and on any medium indicated in the Brief, for a period of 1 (one) year from the publication of each of the Content by the Creator, for advertising and/or commercial purposes.

Any additional use will be subject to the prior written agreement of the Service Provider. In this respect, the Customer formally undertakes not to transfer any of these representation rights to any third party.

The Customer acknowledges and accepts that all the data relating to the Campaigns conducted under these Terms and Conditions will remain hosted on the Platform. It is expressly agreed that, for reasons related to archiving obligations, Content incorporating the distinctive signs of the Brand cannot be removed from the said Platform.

Consequently, the Customer authorizes the maintenance of this Content on the Platform after the expiry of this authorization, under the express condition that the Platform prohibits any new commercial exploitation of said Content, as well as any authorization given to third parties in this sense.

3. CUSTOMER DATA

For the purposes of the performance of the Services, including in particular the provision and use of the YOO Platform, the Customer grants the Service Provider all the reproduction and representation rights that may be necessary for the performance of the Services by the Service Provider in accordance with these General Terms and Conditions, including in particular the hosting, processing and display of the Customer Data via the YOO Platform, and guarantees the validity of these rights in accordance with Article 12.2 below.

The grant of rights stipulated in the previous paragraph is analyzed in a simple license, personal and non-exclusive, for all countries and for the duration of the performance of the Services, provided that the Customer also remains the sole owner between the Parties of the rights relating to Customer Data.

4. OTHER PROTECTED OBJECTS

Any rights not expressly granted are deemed retained by the Party that owns them.

Thus, each Party remains the sole owner of intellectual rights that may relate to its intellectual works, trademarks, logos, commercial names, inventions, designs and models, semiconductor topography, data and databases, without prejudice to the licenses granted under Articles 7.1 and 7.2 above.

As an exception to the above, the Customer also recognizes and grants the Service Provider the right to use its brands, logos, Campaign results and trade names for commercial reference purposes.

ARTICLE 8: SUBSCRIPTION

1. Offer Details

To be able to organize Advertising Campaigns, receive Creator profiles and send Briefs to these Creators, as indicated in Article 4.1 above, the Customer must take out a paid Subscription by selecting one of the Offers.

The Customer can opt between different Offers available on the Platform. These are detailed as follows:

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ADAPTIVE offer

99€/creator/month excluding VAT
Without commitment

What that includes:

• Number of creators a la carte (1 to 50)
• 1 year of transfer of rights
• Customer support
• No support or campaign management
• This offer is non-binding. The Customer may end it at any time, subject to at least informing the Service Provider. One (1) calendar day before the desired cancellation date.

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DISCOVERY offer

449€/month excl. VAT 3-month commitment

What that includes:

• Up to 5 creators
• 1 year of transfer of rights
• 1 hour of support (brief)
• Customer support
• This offer is accompanied by a commitment for a fixed period of time. In the absence of a notification of non-renewal sent to the Service Provider no later than one (1) month before the subscription expires, it will be renewed tacitly for a period identical to that originally agreed.

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CREATIVE offer

1,980€/month excluding VAT 3-month commitment

What that includes:

• Up to 20 creators
• 1 year of transfer of rights
• Strategic support included
• Customer support
• This offer is accompanied by a commitment for a fixed period of time. In the absence of a notification of non-renewal sent to the Service Provider no later than one (1) month before the subscription expires, it will be renewed tacitly for a period identical to that originally agreed.

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All Offers have a duration of 12 (twelve) months.

The old Offers (TEST, SHOT and PRO defined below) still in progress on the date of 01/10/2024 remain applicable until their initial term. The Customer who has subscribed to one of these old Offers and who ultimately wishes to continue using the Platform must subscribe to one of the new Offers defined above.

The characteristics and prices of each formula are also indicated on the Platform's website. The characteristics and prices indicated to date on the page accessible at the previous address, including the applicable minimum commitment period, have, by express agreement, contractual value between the Parties, and the rates are exclusive of taxes. The Customer understands and accepts that the Service Provider may at any time change these characteristics and/or rates by modifying them on the page indicated, the characteristics and/or rates thus modified being applicable from the month following the date of this modification, or, if the Subscription includes a commitment period, from the first month following the end of this commitment period.

The Customer must choose one of these offers as soon as he subscribes to his Subscription, as indicated in article 3.1 above. The Customer understands and accepts that the price of each formula is set taking into account in particular the conditions and limits of commitment of the Service Provider as stipulated in Articles 5.1 and 12.1 of these General Conditions.

In general, all the amounts and amounts indicated or mentioned in the General Conditions are exclusive of taxes and fees of any kind that may apply, in particular as a result of legal or regulatory obligations.

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OLD OFFERS OBSOLETE AS OF 01/10/2024:

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TEST offer

The Customer has a TEST credit to launch a Campaign on the YOO Platform.

This credit includes:

• An unlimited number of applications to the Campaign.
• A limitation on the number of participants in the Campaign (10 creators)
• A maximum duration of 30 (thirty) days for the Campaign.
• Possibility to obtain, download and reuse an unlimited number of contents.
• Support of up to 30 minutes by a Platform expert.
• The TEST offer cannot be combined for the same Customer.
• The Customer is reimbursed for his TEST offer if no application is validated.

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SHOT offer

The Customer has a SHOT credit to launch a Campaign on the YOO Platform.

This credit includes:

• An unlimited number of applications to the Campaign.
• An unlimited number of Campaign participations.
• There is no deadline for the Campaign.
• Possibility to obtain, download and reuse an unlimited number of contents.
• Support by a Platform expert.
• The Customer can invite several Users to the same User Account.
• The SHOT offer can be combined for the same Customer.
• The Customer is reimbursed for his SHOT offer if no application is validated.

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PRO MONTHLY offer

The Customer benefits from a monthly subscription to the YOO Platform, which can be cancelled at any time.

The subscription includes:

• An unlimited number of credits to launch Campaigns.
• An unlimited number of applications to the Campaign.
• An unlimited number of Campaign participations.
• There is no deadline for the Campaign.
• Possibility to obtain, download and reuse an unlimited number of contents.
• Support by a Platform expert.
• The Customer can invite several Users to the same User Account.
• If the brand is a group, it can manage all of its entities on the same account.
• The brand is reimbursed for its PRO MONTHLY offer at the end of the last campaign.

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PRO ANNUALLY offer

The Customer benefits from an annual subscription to the YOO Platform, which can be cancelled at any time.

The Subscription includes the same benefits as the PRO MONTHLY offer.

The Service Provider reimburses the months not used by the brand.

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2. Invoicing and payment

All amounts due under the General Conditions will be invoiced to the address indicated by the Service Provider pursuant to Article 14.4 below.

If the Customer has chosen a Monthly Subscription, the first monthly payment of the latter is payable and invoiced to the Customer as soon as the Subscription is taken out. Subsequent monthly payments are payable and invoiced each month, on the anniversary date of the General Terms and Conditions, due date; they are automatically debited from the bank account indicated by the Customer when taking out his subscription.

If the Customer has chosen an annual Subscription, he may be invited by the Service Provider by email to pay the corresponding amount by paying online, outside the Platform.

Failure to pay by the due date of any sum due under the General Terms and Conditions, for example due to a lack of provision in the corresponding bank account, will automatically result in:

• The application of late payment interest calculated at a rate equal to the refinancing rate of the European Central Bank increased by ten (10) points, as from the date of recognition of the non-payment and without prior notice of default;
• Charging the Customer for all costs related to the recovery of the unpaid amount, including bank fees, mail and telephone costs, legal assistance and legal representation costs, at their real cost plus 5%;
• The immediate payment of all amounts remaining to be paid or invoiced under the General Terms and Conditions;
• The immediate suspension of the Services, including the provision of the YOO Platform, until full payment of all amounts due, without prejudice to the exercise by the Service Provider of its right of termination as stipulated in Article 3.3.1 above.

It is understood that the Customer may under no circumstances delegate or assign its obligations under the General Conditions, in particular its payment obligations, without the written, express and specific agreement of the Service Provider.

3. Automatic and tacit extension

Unless the Subscription is cancelled no later than forty-eight hours before the anniversary date of its subscription (subject to any applicable commitment period), the Subscription is automatically and tacitly extended on this date by an additional month or an additional year depending on the type of subscription chosen, depending on the type of subscription chosen, automatically resulting in the payment and deduction of the corresponding monthly or annual price in accordance with article 8.2 above.

The Service Provider undertakes to inform the Customer of the upcoming renewal of his Subscription at least 1 (one) month or 48 hours (forty-eight hours), depending on the Offer chosen, before the end of the Offer. The Customer has 1 (one) month's notice to cancel his Subscription before it is automatically renewed.

To be valid, the cancellation of the Subscription must imperatively be notified in writing to the Service Provider by the Customer, the date and time of receipt of the written document being authentic. Any month started is fully due and, in general, any period started is fully due, including in particular a new current year when the Customer has taken out an annual subscription that he wishes to cancel.

It being understood that in the event that the Customer terminates his Subscription during the Campaign, he may choose between stopping the Campaign at the end of the Subscription date or continuing the Campaign. In the second hypothesis, the Customer will be debited at the times corresponding to the duration of the Campaign.

4. Retraction

The Customer has a right of withdrawal for a period of thirty (30) days from the date of subscription to the Subscription. However, this right can only be exercised if, during this period, the Customer has not obtained any Content via the Platform and has not selected any Creator.

The Customer wishing to withdraw must send an email to the address of the sales representative of the Agency with whom he is communicating.

ARTICLE 9: CONFIDENTIALITY

As part of the negotiation, conclusion and execution of the General Conditions, the Parties may be required to exchange Confidential Information.

By “Confidential information” for the purposes of this Article, we mean any information, intelligence, data or document communicated to a Party by the other Party, whether or not materialized in writing, including (i) the circumstances of his communication, (ii) the specific warnings of the Party submitting its communication, and/or (iii) the usual uses of commerce and business life, would be such as to justify protection by appropriate measures aimed at preventing this (any) information, intelligence, data or document from being shared with or made accessible to any third party not authorized by the Party submitting its communication.

Confidential Information thus includes in particular (but not limited to) financial, accounting, strategic information (including all commercial methods, lists of prospects and customers), legal (General conditions, preliminary contracts, agreements of agreements, consultations, statutes, partner agreements), and/or technical information (including all diagrams, drawings, agreements of partners), and/or technical information (including all diagrams, drawings, plans, plans, sketches, prototypes, intermediate versions, working versions, consultations, statutes, agreements of partners), and/or technical information (including all diagrams, drawings, plans), and/or technical information (including all diagrams, drawings, plans), and/or technical information (including all diagrams, drawings, plans), and/or technical information (including all diagrams, drawings, plans, plans), and/or technical information (including all diagrams, drawings, plans, plans), and/or technical information (including all diagrams, drawings, plans), and/or technical information (including intellectual property, and all information relating to technical infrastructures, information systems, networks, software, software, software, API, API, specification of the terminals used), as well as any information expressly marked or marked as confidential by the Party that communicated them.

It is further understood that the details and specifications of the YOO Platform as such, including its software parts and its visual interface, constitute Confidential Information with respect to the Customer.

The Party that receives Confidential Information from the other Party, whether actively (for example by delivery of documents, provision or written or oral communication) or passively (by access or consultation, including accidental, in the context of the execution of the General Conditions), undertakes (i) to use and keep them only to the extent strictly justified by the needs of the execution of the General Conditions, and (ii) to ensure the utmost confidentiality, in particular:

• By implementing appropriate technical and organizational security measures aimed at avoiding the disclosure of Confidential Information to third parties not authorized by this other Party (including in particular control mechanisms aimed at reserving access to Confidential Information only to persons who need to know it for the execution of the General Conditions), the appropriateness of these measures being evaluated in particular with regard to its technical, human and financial resources and skills, and the state of techniques to date;
• By prohibiting any form of disclosure, communication, sharing or making available of Confidential Information with any third party, except with the written, express and specific authorization of this other Party explicitly designating the authorized third party (s) and the content of the Confidential Information that may be shared with such third party (s);
• By reporting to this other Party the Confidential Information accessed or obtained accidentally or at the very least without active communication or provision by that other Party;
• By immediately and in writing to this other Party of any suspected or proven case of loss, disclosure, leak, or corruption of Confidential Information, and by promptly complying with the instructions of that other Party to avoid or limit the effects of such loss, disclosure, leak, or corruption;
• By destroying or returning any physical or digital copies of the Confidential Information that it may have at its disposal at the first written request of this other Party, and in any event within thirty (30) days from the end date of the General Conditions as defined by reference to Article 3 of Section I above, except for the need for preservation related to the preparation, exercise of rights or defense in the context of litigation or pre-litigation.

It is understood that these confidentiality obligations will persist in their entirety for as long as a Party maintains any physical or digital copy of any Confidential Information of the other Party, including when this copy is retained beyond thirty (30) days from the end date of the General Conditions in violation of the last point of the previous list, and in any event for a period of five (5) years from the end date of the General Conditions.

ARTICLE 10: NON-COMPETITION

The Customer is expressly prohibited from developing, offering or marketing any product or service similar to or otherwise competing with the YOO Platform, whether by itself or through an intermediary, for the duration of the General Conditions and then for an additional period of five (5) years following the end date of the General Conditions. The violation of this non-competition obligation will be sanctioned by the payment to the Service Provider of an amount at least equal to the turnover achieved through the marketing in all forms of the similar or otherwise competing product or service of the YOO Platform (penalty clause).

The Customer expressly agrees not to hire or employ any employee (including any non-employee workers) of the Service Provider, whether by himself or through an intermediary, unless expressly agreed by the Service Provider, for the entire duration of the General Conditions and then for an additional period of twelve (12) months following the end of the General Conditions. Violation of this non-poaching obligation will be sanctioned by the payment to the Service Provider of an amount equal to six (6) times the amount of the employee's monthly gross remuneration at the time of departure (penalty clause), this factor being increased to twelve (12) for key persons (such as managers, directors, project managers and developers).

In addition, the Customer expressly prohibits, for the duration of these General Conditions and then again for a period of six (6) months after the end date of the General Conditions, from contracting directly with all or part of the Creators offered to him by the YOO Platform as part of its operation described in article 4.1 above, from directly recruiting all or part of these Creators and/or from obtaining in any way services or a partnership from these Creators for commercial purposes, advertising, of communication or marketing, free of charge or for remuneration, without using the YOO Platform or the Service Provider as an intermediary. The violation of this obligation will be sanctioned by the payment to the Service Provider of an amount equal to the price due by the Customer for twelve (12) months of use of the YOO Platform, calculated according to the provisions of article 8.1 above — this amount corresponding to a penalty clause, which is not exclusive of the payment of all other amounts due by the Customer, in particular as damages.

ARTICLE 11: PERSONAL DATA

1. Customer Data

It is specified that the Service Provider has access to Customer Data, including Users' connection and browsing data (logs), in particular in order to monitor compliance by the Customer with the conditions of the General Conditions.

Insofar as this access involves the processing of personal data subject to Regulation (EU) 2016/679 referred to as the “General Data Protection Regulation”, the Parties expressly acknowledge that the Service Provider is solely responsible for this processing within the meaning of article 4.7 of this regulation.

2. Creators' personal data

Insofar as (i) the Service Provider determines legally (through these General Terms and Conditions) and technically (through the calibration of the YOO Platform software technologies) the conditions for the provision of Creator profiles from the Creator Base, and where (ii) For its part, the Customer determines the criteria for selecting these profiles by drawing up its Brief, then uses these profiles as part of its Advertising Campaigns, the Parties acknowledge that they have joint responsibility for the processing of Creators' personal data, within the meaning of Regulation (EU) 2016/679, known as the “General Data Protection Regulation”.

In accordance with Article 26 of that regulation, the Parties agree to conclude a specific agreement in order to ensure the conformity of this treatment. This agreement is fully materialized by the Annex “Processing of personal data” attached to these General Conditions.

ARTICLE 12: RESPONSIBILITY

1. Responsibility of the Parties‍

1.1 Provision of the YOO Platform and Customer Data

The Customer is solely and entirely responsible for the content of the Customer Data, including in particular the Brief, and the consequences of this choice. Therefore, the Service Provider cannot under any circumstances be held responsible for any damage or prejudice suffered by the Customer as a result of the importation or use of Customer Data that is unlawful, inappropriate, insecure or contrary to the rights of any third party or contrary to the rights of any third party within the framework of the YOO Platform.

In addition, the Service Provider cannot be held responsible for any damage or prejudice suffered by the Customer caused or caused by:

• A use of the YOO Platform that does not comply with or is incompatible with the provisions of these General Terms and Conditions or with applicable laws and regulations;
• A fault on the part of the Customer, such as the loss or corruption of User Identifiers;
• A use of the YOO Platform by an unauthorized third party using User Identifiers or made possible by a fault of the Customer, including the case where the Customer has allowed or made possible access to the YOO Platform by a person beyond its effective control;
• Interfacing or connecting the YOO Platform with information systems, operating systems, operating systems, software, terminals or networks that are incompatible and/or not provided for when the YOO Platform is put into production for the Customer;
• A case of force majeure or an act attributable to a third party other than subcontractors expressly selected by the Service Provider, including (but not limited to) any malfunction, insufficiency, interruption, obsolescence or degradation of the Customer's electrical networks, electronic communications networks, electronic communications networks, networks of electronic communications, Internet connections, Internet connections, terminals, software and/or information systems.

Given the particular dependence of the method of providing the YOO Platform (software as a service or “SaaS”) on systems and networks over which the Service Provider cannot reasonably exercise full control (such as the Customer's information systems and its Internet connections), it is recalled that the Service Provider's obligations in terms of the availability of the YOO Platform (as stipulated in Article 6 above) and availability, integrity and security Customer Data can only be interpreted as obligations of means, and not of result, and that the Service Provider may in no way be held responsible for any damage or prejudice that would have as a cause or origin any malfunction, insufficiency, interruption, obsolescence or degradation of electrical networks, electronic communications networks, electronic communications networks, networks of electronic communications, networks of electronic communications, Internet connections, Internet connections, terminals, software and/or information systems of the Customer and/or of the latter's subcontractors.

In addition, the Service Provider cannot under any circumstances be held responsible for the actions of any of its own subcontractors, when this fact constitutes gross negligence or a breach of applicable laws and regulations.

1.2 Selection and behavior of Creators

The Customer understands and accepts that the role and responsibility of the Service Provider in the context of Advertising Campaigns is limited to the provision of the YOO Platform under the conditions stipulated in these General Terms and Conditions.

In particular, the Service Provider cannot be required to exercise any control over the activity and behavior of Creators in connection with the Customer's Advertising Campaigns, nor on the nature of the content published by these Creators or the ability of these Creators to meet the specific requirements of the Customer. The Service Provider cannot therefore be held responsible for any damage or prejudice of any nature that would result, for the Customer or any third party, from the behavior of the Creators or the content posted by them as part of the Customer's Advertising Campaigns.

1.3 Limitation of liability

In any event, the liability of the Service Provider under these General Terms and Conditions may only cover direct, foreseeable and personally suffered by the Customer which is caused by a breach by the Service Provider in accordance with its obligations under the General Conditions. In this respect, the Parties declare that they are aware that the obligations of the Service Provider are limited to the use by the Customer of a technical tool (the Platform) in order to connect with Creators selected in fine by the Customer, which therefore excludes any repair relating to the loss of commercial image, loss of commercial image, loss of profits or customers, loss of opportunity, as well as the cost of alternative solutions possibly implemented by the Customer. In any event, the amount of the repair may not exceed, in total, an amount equal to all the amounts paid by the Customer under the General Conditions during the last six (6) months preceding the date of the alleged breach. The Customer understands and accepts that this limitation of liability is an essential and determining condition of the Price as stipulated in Article 8 above, and therefore an essential element in the balance of the General Conditions.

2. Customer Responsibility

The Customer controls and guarantees compliance with the conditions of these General Terms and Conditions as well as all laws and regulations applicable by all Users. As such, he is automatically responsible for any breach of these conditions, laws and applicable regulations that would be caused by any of the Users.

The Customer also guarantees to have all the rights, powers and authorizations necessary to accept these General Conditions, to use the YOO Platform under the conditions stipulated in the General Conditions and to implement the Advertising Campaigns that it organizes via the YOO Platform.

In particular, the Customer is solely and entirely responsible. (i) the legality and conformity of the content of its Briefs, (ii) the smooth running of the Advertising Campaigns and (iii) the legality and good ownership of Customer Data, as well as any consequences of their import and use in the context of the YOO Platform and Advertising Campaigns.

As such, it guarantees, in particular:

• That Customer Data is legal and does not infringe any rights of any third party, including in particular (but not limited to) all intellectual property rights and personality rights;
• That the instructions given to the Creators in the Brief, and more generally as part of the Advertising Campaign, are lawful under all applicable laws and regulations (including laws relating to the advertising of certain particular categories of products and services), and are not likely to infringe any rights of any third party;
• The correct provision to the Creators of all elements, information and materials necessary for the smooth running of the Advertising Campaign, the Customer being solely responsible, between the Parties, for ensuring this provision.
• Comply with the regulations and legislation in force in its field of activity, as well as relating to the field of influence and advertising.

As such, the Customer undertakes to hold the Service Provider harmless from all damages and prejudices that may be caused or caused by the organization, preparation, implementation or lack of implementation of an Advertising Campaign, including reputational and/or commercial damages and/or the consequences of any action, claim, dispute or request from any third party (including a Creator), as well as any prosecution or sanction of any authority or jurisdiction. For the sake of clarity, it is recalled that Customer Data includes in particular all content of all types imported by Users, by any means whatsoever, on the YOO Platform, such as User profile data, information relating to the brands, products, services and activities of the Customer, and more generally all the information contained in the Briefs.

ARTICLE 13: AMENDMENT

The General Conditions may only be modified in whole or in part by mutual agreement of the Service Provider and the Customer, materialized in an explicit writing signed by all the Parties.

ARTICLE 14: VARIOUS STIPULATIONS

1. Applicable law and competent jurisdiction

Any dispute or claim relating to the existence, validity, interpretation and/or execution of these General Conditions must imperatively be the subject of a prior attempt at conciliation between the Parties, otherwise any legal action will be inadmissible.

To do this, the Party that considers itself injured must send its grievances to the other Party by registered letter with acknowledgement of receipt. The Parties then undertake to meet within fifteen (15) calendar days from the receipt of this letter, and to negotiate in good faith in order to find an amicable solution.

In the event of failure of this negotiation attempt, and/or in the absence of agreement within fifteen (15) days following the first meeting of the Parties, the dispute or claim will be brought before the competent courts of Paris to the exclusion of any other jurisdiction, notwithstanding any hypothesis of plurality of defendants or warranty claims, and will be decided according to French law to the exclusion of any other jurisdiction, notwithstanding any hypothesis of plurality of defendants or warranty claims, and will be decided according to French law to the exclusion of any other jurisdiction.

2. NON-RENUNCIATION

The inaction or even prolonged tolerance of one of the Parties with respect to any breach by the other Party of its obligations under these General Conditions may in no way be interpreted as a waiver of the right to rely on these obligations.

3. INTRANSFERABILITY

These General Terms and Conditions being concluded Intuitu Personae, the Customer may not assign any of its rights and obligations to any third party, or be replaced by any third party in the performance of its obligations under these General Terms and Conditions, without the express written agreement of the Service Provider.

4. CORRESPONDENCE

All written notifications in connection with these General Terms and Conditions will be sent to the contact details of the Parties on the header page.

In the event of a change in any of these coordinates, the Party concerned undertakes to inform the other Party, in writing and without delay, indicating its new complete contact details.

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APPENDIX
PROCESSING OF PERSONAL DATA

This Annex “Personal Data Processing” (hereinafter “) The Annex ”) is concluded between the Parties of the General Terms and Conditions as referenced on the latter's header page.

It is annexed to the General Conditions (of which it is thus an integral part) and will enter into force on the same date as the latter, for the duration provided for in Article 4 below.

ARTICLE 1: DEFINITIONS AND QUALIFICATIONS

Unless otherwise expressly specified, in this Appendix, the terms” Supervisory authority ”,” Personal data ”,” Persons concerned ”,” Binding business rules ”,” Responsible for the treatment ”,” Subcontractor ”,” Treatment ” and” Personal data breach ” will have, in this Annex, the definitions provided for in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter the “GDPR”).

For their part, the terms and expressions defined in the General Conditions will have the same meaning as that given to them, when used in this Annex.

In addition, in this Annex, the following terms will have the following definitions:

• ” Applicable laws and regulations concerning the protection of personal data ”: all laws, regulations and other national, European and international standards, applicable to the processing of personal data implemented under the General Conditions of Service, including in particular the RGPD and any national laws of the Member States of the European Union adopted in addition to or in application of the provisions of the RGPD, as well as, where applicable, as well as the laws, regulations and other national, European and international standards applicable to the processing of electronic communications data, to the use of tracking technologies such as cookies and direct marketing (commonly referred to as “e-Privacy” rules).
• ” Data transfer outside the EU ”: any transmission, copy, sending, exchange, sharing of Personal Data entrusted to a person, entity or service of any kind located in a non-member state of the European Union and not benefiting from an adequacy decision by the European Commission within the meaning of article 45 of the RGPD, and/or any access to Personal Data by a person, entity or service of any kind located in such a state.

The Parties expressly acknowledge that each is jointly responsible for Shared Processings (as defined in Article 2 below) within the meaning of the GDPR.

The purpose of this Annex is therefore to allocate and specify the responsibilities of each of the Parties with respect to Shared Processings, in accordance with the GDPR, in accordance with article 26 of the GDPR.

ARTICLE 2: DESCRIPTION AND METHODS OF SHARED TREATMENTS (SCOPE OF THE ANNEX)

This Appendix relates to the following Treatments (the” Shared treatments ”):

• Purpose and purpose of Shared Processes: Selection of Creators and performance monitoring as part of Advertising Campaigns.
• Nature of Shared Treatments: Pre-selection of the Creator profiles referenced in the Creators Base; transmission of the pre-selected profiles to the Client; validation of the profiles by the Client; transmission of the Briefs to the Creators; collection and aggregation of performance indicators (Analytics) content published by the Creators as part of the Customer's Advertising Campaigns.
• Categories of Personal Data processed (“Processed Personal Data”):
  
  • Creator profile data, as entered by the Creator on the YOO Platform (mainly including name, surname, first name, email address, postal address, telephone number, social media account identifiers of the Creator and information relating to the Creator's professional life, interests and preferences);
  • Content, date, time and performance indicators (Analytics) content posted by the Creator on Instagram and other social networks to which the Creator has associated his account on the YOO Platform.
• Categories of Persons concerned: All Creators registered on the YOO Platform.

The terms of Shared Treatments as described in this Article may only be specified or modified by a written agreement signed by all the Parties.

The Parties undertake to keep themselves informed of any evolution in the conditions of their respective activities or those of their Subcontractors or partners that would modify or affect in any way the methods of Shared Processing as described in this Article. In general, any evolution of the above modalities, as well as any new Shared Treatment, can only be implemented in accordance with the provisions of this Annex.

For any processing that does not specifically respond to the methods described above, the Parties expressly reject any qualification of joint responsibility, and declare that each will retain exclusive responsibility for such other processing of personal data, if applicable, insofar as it has determined the purposes and means alone.

ARTICLE 3: OBLIGATIONS OF THE PARTIES

Each Party undertakes to perform the General Conditions in accordance with the Laws and regulations applicable to the protection of personal data, and to comply at all times in the context of the execution of the General Conditions with the obligations applicable to it, in its own right or jointly with the other Party, under the Laws and regulations applicable to the protection of personal data.

Including in cases where a Party is not specifically designated below as responsible for complying with an obligation under applicable Personal Data Protection Laws and Regulations, that Party undertakes to provide assistance, within its competence, resources and reasonable expectations, to the Party specifically designated as responsible for compliance with this obligation, to the extent of its expertise, resources and reasonable expectations, to the Party specifically designated as responsible for compliance with this obligation, in implementing measures to ensure compliance with this obligation.

1. Information for the persons concerned

The Service Provider is designated as responsible for providing Data Subjects with the information required by applicable Laws and regulations on the protection of personal data, relating to Shared Processing.

This information shall be deemed to have been properly delivered, between the Parties, by the publication of a” Privacy protection policy ” accessible from the public areas of the YOO Platform.

In accordance with the requirements of article 26 of the RGPD, the Service Provider undertakes to insert the main lines of this Annex into this “Privacy Policy”.

2. Consent of the Persons concerned

The Parties agree that the implementation of certain Shared Processes, as defined in Article 2 above, requires the consent of the Data Subjects to be obtained in accordance with articles 4.11, 6.1.a) and 7 of the GDPR, namely:

• Shared Processing involving Personal Data, the provision of which is indicated as optional when the Creator registers on the YOO Platform;
• Shared Processing involving Personal Data collected via social networks other than Instagram (to which the Creator is never required to associate his account on the YOO Platform).

The Parties designate the Service Provider as responsible for allowing the Creators to validly express their consent for the Shared Treatments listed above, by any means that the Service Provider considers appropriate.

3. Rights of the Persons concerned

Each Party is solely responsible for making the necessary modifications and deletions of data on its own databases, information systems and files of any kind in order to give effect to the rights held by the Data Subjects in application of the Laws and regulations applicable to the protection of personal data, when the conditions for the exercise of these rights are met.

Notwithstanding the above, the Service Provider is designated as the contact point for receiving and processing requests to exercise the rights of Data Subjects.

In this respect, the Service Provider undertakes:

• To publish a contact email address for the Persons Concerned for the exercise of their rights,
• To ensure the follow-up and processing of requests for the exercise of rights received at this email address,
• To inform the Customer of the actions to be taken to comply with these requests, if necessary.

The Service Provider may, without ever being obliged to do so, seek the opinion or assistance of the Customer in the context of the examination and processing of these requests, when it seems relevant. In this case, the Customer undertakes to provide advice and assistance in good faith and without undue delay.

4. Security of Shared Processes and Confidentiality of Personal Data Processed

Each Party undertakes to ensure at all times an adequate level of security of Shared Processing and of the confidentiality of the Personal Data processed, as long as and to the extent that their respective infrastructures, information systems, personnel, documentation, documentation, databases or subcontractors are involved in Shared Processing.

Each Party is solely responsible for choosing, implementing, maintaining and upgrading its own security measures under this Article 3.4.

5. Impact assessments (PIA) and prior consultations

The Parties agree that the implementation of Shared Processing, as defined in Article 2 above, does not require, in accordance with the Laws and regulations applicable to the protection of personal data at the date of the General Conditions, to carry out a privacy impact assessment (PIA) or prior consultation with the competent Supervisory Authority.

In the event of a change in the Laws and regulations applicable to the protection of personal data requiring the collection of such consent, the Parties will work together to carry out this impact assessment or consultation together, and in good faith.

6. Treatment register

Each Party is solely responsible for maintaining its own records of processing within the meaning of the Laws and regulations applicable to the protection of personal data.

Notwithstanding the above, each Party undertakes to provide in good faith and without undue delay, at the first request of the other Party, the information relating to Shared Processings necessary to complete the register of treatments of that other Party, provided that this other Party cannot already have such information at its own disposal.

7. Personal data breaches

The Parties undertake to keep each other informed, in writing and without delay, of any Personal Data Breach affecting Personal Data processed as part of Shared Processings.

In such a case, the Parties undertake to collaborate in good faith to jointly determine the necessary actions in terms of notifying the Personal Data Breach to the Competent Supervisory Authorities (within the meaning of Article 33 of the GDPR) and of communicating this Personal Data Breach to the Persons Concerned (within the meaning of Article 34 of the GDPR). In any event, no Party may decide alone to proceed with any notification or communication of a Personal Data Breach, without the express written consent of the other Party.

Without prejudice to the above, each Party is solely responsible, in the event of a Personal Data Breach, for ensuring by all appropriate measures the restoration and re-securing of its information systems, databases and files, the recovery and backup of the Personal Data processed, as well as for taking all measures to neutralize or at least limit the effects of the Personal Data Breach, insofar as its information systems, databases and files are involved in this Personal Data Breach.

8. Data transfers outside the EU

In the event that the implementation of Shared Processing would involve a Transfer of Data outside the EU (for example: in the event that the Customer is established and/or intends to transfer Personal Data processed in a country outside the European Union and not benefiting from an adequacy decision within the meaning of article 45 of the RGPD), the Parties have agreed to provide the guarantees required by the applicable Laws and regulations on the protection of personal data through the implementation of Clauses standard contractual agreements adopted by the European Commission or adopted by a Supervisory Authority and approved by the European Commission.

9. Subcontracting

The Parties undertake to subcontract all or part of the execution of Shared Processings only to Subcontractors offering sufficient and appropriate guarantees in order to ensure the compliance of these Shared Processings with the requirements of the Laws and regulations applicable to the protection of personal data.

The Parties undertake to keep each other informed in writing of each recruitment project or change of one of their Subcontractors, prior to this recruitment or change.

Each Party will have the right to oppose, on reasonable grounds relating to the compliance of Shared Processings with applicable Laws and regulations on the protection of personal data, for a period of fifteen (15) days from the receipt of the above-mentioned written information, to this recruitment or change project. The opposition must be notified in writing, including, in the case of a change in the Service Provider's Subcontractor, by means of a written notification appearing when the Customer connects to the YOO Platform. After this period, the recruitment or change will be deemed to be mutually approved.

In the event of an objection by a Party pursuant to the preceding paragraph, the Parties agree to meet to find an alternative mutually acceptable solution. In the absence of such a solution within fifteen (15) days of receiving the written notification of the opposition, the Parties may choose to terminate the General Conditions by mutual agreement, without prejudice to the recovery of the amounts to which one and/or the other could claim on this date under the General Conditions.

For the proper execution of the General Conditions, the Customer declares to recognize the Subcontractors used by the Service Provider on the date of signing the General Conditions, as listed in the table below, as offering adequate compliance with the requirements of the Laws and regulations applicable to the protection of personal data.

Contractor of the Service Provider

Function

Location

HEROKU

Hosting the platform and the database

European Union

GANDI

Domain name manager

European Union

POSTMARK (WILDBIT LLC)

Email management

United States of America (Standard Contractual Clauses “CCT”)

AMAZON S3

Hosting platform images

ireland

10. Reuse of processed Personal Data (Entirely)

Each Party will remain solely responsible for any use it may make of Personal Data processed outside the framework of Shared Processing as defined in Article 2 above.

As such, the Parties acknowledge and expressly declare that this Annex reflects the entirety of their collaboration concerning Shared Treatments.

11. Proof of compliance with the implementation of Shared Processes

Each Party undertakes to make available to the other Party, and to communicate to it at the first written request, any document or proof sufficient to demonstrate its compliance with this Annex.

ARTICLE 4: DURATION

This Annex will remain in force for the duration of the Shared Processings, i.e. as long as at least one of the Parties implements any of the Shared Processings, including after the end of the General Terms and Conditions.

ARTICLE 5: RESPONSIBILITY

Each Party guarantees the other Party from the damages resulting for this other Party from a breach on its part of its own obligations under or arising from this Annex and/or applicable Laws and regulations concerning the protection of personal data.

As such, each Party undertakes in particular to hold the other Party harmless from any action, dispute, claim or complaint of any third party, as well as from any sanction or conviction by any authority or jurisdiction, which may have as its origin, cause or basis such a breach on its part of such a breach on its part of its own obligations provided for by or arising from this Annex and/or applicable Laws and regulations concerning the protection of personal data.

ARTICLE 6: PREVALENCE

In the event of a conflict between the provisions of this Appendix and those contained in the body of the General Conditions, except for Article 12 of the General Conditions, the Parties agree that the provisions of the Appendix will prevail.

ARTICLE 7: AMENDMENT

This Annex may only be amended by written agreement signed by all Parties.

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