General terms and conditions of sale

1. Presentation of the site.

The General Terms and Conditions of Sale (hereinafter referred to as "the GTC") are concluded between, on the one hand, Sleeq, a simplified joint stock company with capital of 1.1,500, registered in the Paris Trade and Companies Register under number 893 693 986, whose registered office is located at 108 rue d'Aboukir 75002 Paris, represented by its legal representative Mr Antoine GODFROY (hereinafter the "Agency"), on the one hand, and on the other hand, the Customer (hereinafter the "Customer"), whose identity and contact details are detailed on the quotation (hereinafter the "Quotation") to which these GTCs are annexed (the above parties are hereinafter collectively referred to as the "Parties" or individually as a "Party").

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ETANT PRÉALABLE EXPOSÉ CE QUI SUIT :

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The Agency is a company with, in particular, digital communication consulting activities, provision of services for activities
promotional products and services through influencers, production and creation of marketing content (photos, videos, visuals, posts) on social networks. The Client has contacted the Agency in order to entrust it with the realization of various Services, detailed in the Quotation to which are annexed the GTC.

The purpose of these General Terms and Conditions is to define the rights and obligations of SLEEQ and the Customer in connection with the sale of the Services specified in the Quotation.

To confirm the order of services in a firm and definitive manner, the Customer who signed the Quotation must return to SLEEQ the Quotation and
the GTCs signed and stamped by the Customer and the handwritten words "Good for Agreement on the Quotation".

In accordance with the regulations in force, the Parties reserve the right to derogate from certain clauses of these GTCs, depending on the negotiations conducted with the Customer, by drawing up and signing by the Parties Special Conditions which will be added to these GTCs.

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IT HAS THEREFORE BEEN DECIDED AND AGREED AS FOLLOWS:

1. DEFINITIONS:

Unless otherwise specified and without prejudice to the other definitions in the T&Cs, the terms and expressions hereinafter defined shall have,
whenever they begin with a capital letter in the present.

Agreement, whether used in the singular or plural, masculine or feminine, the meaning hereinafter given to them:
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" Contract ": contractual whole formed between the Parties through the GTC; including the Quotation to which they are annexed and the possible Particular Conditions annexed to this whole.

" Services " means actions or achievements ordered by the Customer under the Agreement.

" Price " means the price of the Services, calculated in accordance with the terms and conditions set forth in the T&Cs and/or the Quote.

" Influencer ": a natural or legal person who is present on social networks, who makes use of his influence on the various Internet media
(blog, Site, Social Networks) and who collaborates with the Agency and its Clients

" Quote " means a document detailing the Services covered by the Agreement, including the price agreed upon by the Parties for the performance of such Services.

" Sleeq Production ": any content or product created, developed or made available by the Agency or a third party subcontractor of the latter (with the exception of Influencers) for the strict requirements of the performance of the Services.

" Client Production " means any content created, developed or made available by the Client or a third party subcontractor of the Client (excluding the Agency, the Agency's subcontractors and the Influencers) for the purpose of performing this Agreement.
" Influencer Production " means any content created, developed or made available by one or more Influencers for the purpose of performing the Services.

2. CONTRACTUAL DOCUMENTS :

The contractual documents form an indivisible whole, which is composed, in the following order of prevalence in case of contradiction:

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1.The Special Conditions provided that they have been
duly signed and dated by all Parties;
2. The Quotation;
3. The General Terms and Conditions;

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Any handwritten mention present on the Quotation or on any other contractual element will be considered null and void and will have no influence on the contractual relations between the Parties, unless the Parties agree in writing on said mention.

3. PERFORMANCE OF THE SERVICES :

Quotation
The Agency will send the Client a Quotation drawn up between them, defined on the basis of the Client's expectations.
The Quotation is an offer subject to the Client's acceptance. This offer is valid for one (1) month from its issue. At the end of this one month period, the Quotation shall be considered null and void.
Upon signature by the Client, the Quotation shall constitute, together with any Special Conditions, the principal contractual document between the Parties for the evaluation of the nature, scope, quality and conformity of the Services, as well as for the Price.
The Client is required to inform the Agency in writing of any reservations and additional requests prior to signing the Quotation. Another Quotation will then be issued by the Agency to take into account these reservations and/or additional requests, which will cancel and replace the initial Quotation.
Modification of the Quotation
Depending on the Client's expectations, the Services referred to in the Quotation may be changed, subject to the following conditions.
The Client shall write to the Agency with its new requests, sending all the documents and information necessary for the proper performance of
these new Services.
Thereafter, the Agency shall study the Client's new requests and shall, if it so wishes and without being obliged to do so, propose a new Quotation in accordance with the Client's new expectations. As previously stated, this new Quotation remains an offer subject to the Customer's acceptance. This offer is valid for one (1) month from the date of issue. At the end of this one month period, the Quotation will be considered as null and void.
Acceptance of the Services
The Agency shall notify the Client in writing of the completion of the Services and shall send them to the Client for validation.
The Client shall have a period of 5 working days following receipt of the notification to proceed with the validation of the various Productions included in the Services provided for in the Quotation. The Client may also inform the Agency in good faith of any reservations he may have as to the conformity of the Productions with the Quotation.
The Agency will then make changes to the Productions in order to meet the Client's requirements. However, it is formally stated that the Client may only make one modification request per Production.
After this 5-day period, the Services shall be deemed accepted by the Client.
Duration of the Contract
This Contract shall come into force on the date of signature by all Parties, and shall remain in force for the period provided for in the Quotation and until
the fulfilment of all the respective obligations of the Parties.
The Parties may agree together on a timetable for the performance of the Services, to be included in the Quotation.
No modification of this timetable may be made thereafter, unless mutually agreed upon by the Parties by means of an amendment in writing signed by all the Parties.

4. RESPECTIVE OBLIGATIONS OF THE PARTIES :

Obligations of the Agency

The Agency formally undertakes to:

- To perform the Services in accordance with the Quotation;
- To always provide fair and informed advice to the Client, within the limits of its human and technical skills and resources;
- To cooperate with the Client for the proper performance of the Services;
- Allocate competent personnel and adequate human and material resources with a view to carrying out the Services in accordance with the Quotation;
- Carry out the Services in compliance with the laws and regulations applicable to the carrying out of the Services, in particular with regard to the creation and provision of Sleeq Productions.

Obligations of the Customer

The Client agrees to:

- Define precisely its needs and communicate to the Agency its requirements and constraints in precise, specific and actionable terms for the performance of the Services;
- Manage its employees and cooperate with the Agency in order to ensure that the Services are performed efficiently and within the
deadlines agreed upon in the Quotation;
- Comply with the schedule of the Services set forth in the Quotation and, if applicable, in the Special Conditions;
- Pay the price agreed between the Parties in accordance with the terms of the GTC, the Quotation and, if applicable, the Special Conditions;
- The Client also undertakes to provide the Promotional Material as specified in the Quotation necessary for the performance of the Services within the time required to enable the Agency to perform its Services. It is specified and agreed that the Agency does not undertake any obligation to verify and control the quality of the products and/or services that may be sent to it by the Contractor.

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In accordance with the legislation and regulations in force, in particular the provisions of Article 20 of Law No. 2004-575 of June 21, 2004 for confidence in the digital economy and those of Article 121-4 of the Consumer Code, electronic publications will be accompanied by information clearly indicating their advertising and promotional nature as well as the identity of the Customer.

In the event that the Agency is unable to provide the desired Services, the Agency shall inform the Client and shall use its best efforts to offer the Client an alternative solution to meet the desired Services, without the Client being entitled to claim any damages or refund.

The Client warrants that the trademarks, products and/or services that may be exhibited in the course of the performance of the Services shall not infringe upon the rights of third parties, in particular intellectual property rights, and shall not constitute infringement of any kind. The Client guarantees the Agency and the Influencer(s) against any recourse in this regard. The Client warrants that the brands, products and/or services that may be exhibited in the performance of the Services shall comply with applicable laws and regulations relating to public health, hygiene and safety, or any other matter
regulated in the Territory. The Contractor hereby indemnifies the Agency and the Influencer(s) against all claims in this regard.

The Client shall indemnify, upon first request, the Agency or any persons coming to the Agency's rights under the Contract, including the publishers of the social networks, from all costs, demands, losses, condemnations etc., including legal fees, resulting from a breach of the Contractor's obligations.

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5. FINANCIAL CONDITIONS :

Price :

The price of the Services set forth in the Quotation shall be the price in effect on the date the order is placed.
Unless otherwise specified in the Quotation, the cost of the engagement (including, but not limited to, agency and/or influencer staff accommodations, travel and meals, and, if applicable, the purchase/rental and transportation of equipment) shall be charged to the Client in addition to the price of the Services agreed to in the Quotation.

Billing:

Conditions common to the invoicing of all Services

The amount of the invoices excluding taxes will be increased by the taxes in force at the date of invoicing.

The Agency may require the payment of a deposit or a down payment at the beginning of the Service.

In the event that the usual time limits for the performance of Services by the Agency are exceeded for any reason other than a failure by the Agency to perform the Services, the Agency may charge the Client an additional fee (hereinafter an "Overrun"). This overcharge shall be equivalent to the duration of the Overcharge multiplied by the hourly rate usually charged by the Agency for the type of Service concerned by the Overcharge.

The Agency, following precisely the number of hours/days spent by its employees for each service, will be able to justify these overruns by providing the client with a follow-up of the hours/days spent on the project.

Special conditions for campaigns (influence or not):‍

Within the framework of influence campaign services, or TikTok Ads campaign where Sleeq takes care of the creation of the content and the launch of the TikTok Ads campaigns (or on other advertising networks), the final settlement of the campaign will take place as soon as all the videos have been published or sent to the client and validated by the latter.

Terms of payment:

The price of the Services shall be paid by the Client upon receipt of the invoice in accordance with the specific terms and conditions set forth in the Quotation. The Customer shall pay by bank transfer; the Agency shall provide the Customer with a bank statement for this purpose.

In the event of total or partial non-payment to the Agency of the amounts due within the specified time period and unless otherwise specified in the Quotation, which may not set a rate lower than (3) times the legal interest rate in force, the Client shall pay to the Agency a late payment penalty applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points applied to the amount of the invoice in question, without the need for a prior formal notice.

Any sum not paid on the due date will also give rise to a fixed indemnity for collection costs of forty (40) euros. When the collection costs incurred are higher than the amount of this fixed indemnity, the creditor may request additional compensation, upon justification. The late payment penalties are payable on simple request of the Agency and without the need for a reminder and without a writ of execution.

Any dispute by the Client relating to the rates and invoices must be formalised by registered letter with acknowledgement of receipt, stating the reasons for the dispute and received by the Agency within a maximum period of one (1) month from the date of issue of the invoices in question.

6. INTELLECTUAL PROPERTY :

Sleeq Productions and Influencer Productions

The Agency grants the Client a license for the exploitation rights concerning the Productions related to the Promotional Operation under the conditions stipulated below:

The right to reproduce the Productions concerned, i.e. the right to copy, transpose, translate, augment, integrate, digitize, duplicate and/or print all or part of the Productions concerned, by any means known at the date of the Contract;
The right to represent the Productions concerned, i.e. the right to publish, project, broadcast, put online, make available, share, relay, communicate or send all or part of the Productions concerned, to any third party and to any public, by the means and on the media
expressly stipulated in the Quotation only

The Client understands and accepts that the exploitation rights of the Productions do not include the right to modify the Productions, except with the specific written agreement of the Agency, in order to respect the rendering commonly agreed upon by the Client and the Agency.

This license is granted on an exclusive basis, free of charge and strictly personal, for the duration of the license as strictly provided in the Quotation. It is granted for the territory(ies) specified in the Quotation and for the duration strictly specified in the Quotation as of the validation of each of the Productions. If not mentioned in the quote, no exploitation rights are granted to the client.

Performance rights" means:

It is understood that the representation of the Productions within the framework of media buying operations (paid broadcasting of "sponsored" content on Social Networks) financed by the Client or republication on other platforms is not provided for by the license, unless separate remuneration is provided for, if applicable, in the Quotation for this type of operation, depending on the scope, territory and budget of the operation.

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Customer Productions

The Client grants the Agency a license to use the Client's Productions used within the framework of the Services, for the needs of the execution of these Services.

The license covers:

The right to reproduce the Productions concerned, i.e. the right to copy, transpose, translate, augment, integrate, digitize, duplicate and/or print all or part of the Productions concerned, by any means known at the date of the Contract.
The right to represent the Client Productions concerned, i.e. the right to publish, project, broadcast, put online, make available, share, relay, communicate or send all or part of the Client Productions concerned, to any third party and to any public, by any means known or unknown at the date of the Contract.
The right to use and distribute the promotional material provided by the Client.

7. SAPIN LAW (PURCHASE OF ADVERTISING SPACE) :

If the Services include the purchase of advertising space (within the meaning of Law No. 93-122 of January 29, 1993 on the prevention of corruption and transparency of economic life and public procedures, known as the "Sapin Law"), the Client, by signing this Agreement, authorizes the Agency to proceed in its name and on its behalf with such purchases from the corresponding media and advertising agencies.

The financial conditions of this mandate (remuneration of the Agency as agent) are indicated on a separate line in the Quotation.

The Agency shall provide the Client with a detailed report of the manner in which such purchases were made and the performance of the corresponding advertising campaigns. In this regard, the Client understands and agrees that, by the GTC, it authorizes the Agency to carry out the financial transactions relating to these media purchases under the conditions set out in said report.

8. RESPONSIBILITY :

Each Party shall be solely responsible for its own activities, including, but not limited to, intellectual property, competition law, deceptive trade practices, personal data law and commercial prospecting rules, including by electronic means.

The Agency is bound by an obligation of means for the execution of the Mission, which by its nature is subject to hazard. The Agency reserves the right not to execute all or part of the Services, if it considers in particular that (i) the Services ordered are contrary to the standards and regulations in force or to good morals, (ii) if the Agency is bound by an obligation of exclusivity with a third party competitor of the Client (iii) or if the Client has not shown cooperation or transmitted the elements necessary for the proper execution of the Services.

The Services comply with the regulations in force in France. The Agency shall not be liable for any failure to comply with the legislation of the country in which the Client has other activities or customers, which it is the Client's responsibility to verify. Regardless of the content of the Services, the Agency's liability is expressly limited to the compensation of direct damages proven by the Client. In no event shall the Agency be liable for indirect damages such as loss of data, files, operating loss, commercial loss, loss of profit, damage to the image and reputation of the Client.

IN ANY CASE, THE RESPONSIBILITY OF THE COMPANY IS LIMITED TO THE AMOUNT EFFECTIVELY PAID BY THE CUSTOMER AIMED AT THE ESTIMATE OF WHICH THE SERVICES CONSTITUTE THE GENERATING FACT OF RESPONSIBILITY, EXCLUDING TAXES AND EXCLUDING EXPENSES. THIS AMOUNT IS UNDERSTOOD TO BE THE MAXIMUM AMOUNT THAT THE AGENCY COULD BE REQUIRED TO PAY AS COMPENSATION, DAMAGES AND/OR PENALTIES, WITHIN THE FRAMEWORK OF THE CONCLUSION, EXECUTION AND TERMINATION OF THE PRESENT CONTRACT, REGARDLESS OF THE HEADS OF ALLEGED PREJUDICE AND THE LEGAL GROUNDS RETAINED.

9. ADVERTISING:

The Agency may cite, as a reference, its collaboration with the Client, for the purpose of promoting its business. The Agency may use the Services, for the purpose of promoting its activity and press relations, on any medium of its choice and in particular on its website unless otherwise stated by the Client.

10. CONFIDENTIALITY:

The Parties are subject to a strict general obligation of confidentiality and discretion with respect to third parties regarding all confidential information that they may collect during the course of the Services concerning the activities of the Parties and, more generally, regarding all facts and information that they may come to know.

This confidentiality agreement shall apply for the duration of the Quotation and shall survive the completion of the Services for any reason for a period of two (2) years.

However, this commitment will lapse if the confidential information concerned falls into the public domain through no fault of either party.

11. AMENDMENT:

If one or more stipulations of the GTC are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent Jurisdiction, the other stipulations will keep all their force and their scope. The Parties agree to replace the provisions declared null and void in order to maintain the economic equilibrium of this Agreement. (ii)

12. PROTECTION OF PERSONAL DATA :

For any processing of personal data, the Parties undertake to comply with the provisions of EU Regulation 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) - "GDPR".

The Customer undertakes, in accordance with the provisions of Article 5 and 6 of the RGPD, to collect such data in accordance with the following principles:

Lawfulness, fairness and transparency: the Agency's data collected by the Client will be processed lawfully based on the Agency's consent, which will be given upon signing the Agreement and/or on the need to perform the Agreement in accordance with the Parties' obligations and/or according to the legitimate interests pursued by the Client.
Limited and proportionate purposes: the Client will process the Agency's data only to the extent necessary for the purposes for which they were collected and within the framework of their contractual relationship, for the following purposes:
Preparation, conclusion, execution and termination of the Agreement. The organization of transportation, shipment of products or any other response related to the needs of the Promotional Operation.

The Client may process the Agency's data for legitimate interests, and will ensure that it maintains a fair balance between the need to process the Agency's personal data and the respect of its rights and freedoms, including the protection of privacy. The purposes may include the following: managing the Agency's requests related to the enforcement of its rights; exercising, defending and preserving its rights; and improving and customizing the Client's services and products.

Minimization of data collection and processing: within the framework of the contractual relationship, the Client will collect the data from the Agency necessary for the execution of the Agreement and the Promotional Operations, which may include: name, surname, date of birth, data related to the Promotional Operation, etc.

Retention Limitation: Client agrees to retain the Agency's data for a period not to exceed two (2) years following the completion of the Promotional Operation.

Integrity and confidentiality: the Customer undertakes to take the necessary and appropriate measures to protect against unauthorized or unlawful processing and against loss, destruction or damage of accidental origin.

The Agency may at any time exercise its rights and ask the Client, in accordance with the regulations in force, to access and / or rectify and / or modify or request the deletion of data concerning him. The Agency will be able to implement its right to the limitation of the processing and portability of its data in the cases provided for by the RGPD.

It is recalled that the Agency may exercise its right to object on "legitimate grounds" before the end of the collection of data concerning it. In the context of a contractual relationship established between the Parties, the Agency shall ensure that the Agreement is terminated before exercising its right to object.

The Client agrees not to sell, rent, transfer or give access to third parties to the Agency's data without its prior consent, except for a legitimate reason (in particular a legal obligation, the fight against fraud, the exercise of the rights of defense).

The Customer undertakes to provide access to personal data to its employees and agents who are authorized to process such data by virtue of their duties
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The Agency accepts that the information collected may be communicated to third parties involved in the proper execution of the Promotional Operation. These third parties will comply with their contractual obligations and with the regulatory provisions on the protection of personal data.

Those concerned can contact the following email address: privacy@sleeq.fr.

13. TERMINATION:

The non-performance and/or violation by either of the Parties of the stipulations of the GTC, fifteen (15) Days after a formal notice by
registered letter with acknowledgement of receipt remained unsuccessful, the full and immediate termination of the present, without prejudice to any other claims or additional actions in warranty or damages. In the event of termination of this Agreement, it is expressly agreed between the Parties that the sums invoiced and/or collected by the Agency shall be irrevocably due and/or payable by the Agency. The Client shall be billed for the costs already incurred for the performance of the Services.

14. FORCE MAJEURE :

The performance of the Services under the terms of the Quotation and these GCS. is suspended by operation of law in the event of the occurrence of a fortuitous event or force majeure that would prevent its execution. The Agency shall not be liable to the Customer for any technical failure, including temporary interruptions of third party services necessary for the performance of the Services and, more generally, for any cause beyond its control.

In the event of the Influencer's or third party's inability to work, in the event of force majeure or unforeseen circumstances within the Agency, as a result of illness or accident, the Agency reserves the right to modify the conditions agreed upon between the Parties without the Client being able to demand the payment of any indemnity. The Agency shall notify the Client within one (1) month of any incapacity and, if possible, of the duration thereof, and shall endeavor to find an equivalent solution for the performance of the Services.

If the case of force majeure persists at the end of the one (1) month period mentioned above and no equivalent solution has been found, the most diligent Party may notify the other Party of the termination of this Agreement. In this case, the termination will take effect on the day of receipt of the notification, and in any case no amount paid by the Client may be reimbursed by the Agency.

The termination referred to in the preceding paragraph shall be effective only for the future, the Parties generally excluding any possibility of conventional termination of the GTC.

15 - MISCELLANEOUS PROVISIONS

15.1 Non-solicitation

The Client waives, except with prior written consent, the right to directly or indirectly make offers of engagement or missions to the Influencer, to an employee, third party service provider or business partner who has worked with the Agency in connection with the Services in any capacity whatsoever. This waiver is valid for a period of twelve (12) months from the completion of the Services provided for in the Quotation. In the event of a breach of this clause by the Client, the Agency reserves the right to terminate the contract to the detriment of the Client and/or to hold the Professional Client liable and to claim damages in the amount of the loss suffered.

15.2. Applicable law and jurisdiction

By express agreement between the Parties, the present contract is governed exclusively by French law. They are written in the French language, which the Customer declares he fully understands and accepts. In the event that they are translated into one or more languages, only the French text will be deemed authentic in the event of a dispute. In the event of a dispute between the Parties, the latter shall endeavor to settle it amicably within a maximum period of 30 (thirty) Days from the occurrence of the dispute. Failing this, the dispute shall be submitted to the competent courts of the Paris Court of Appeal. For the performance of the present contract, election of domicile is made at the addresses of the Parties appearing in the Quotation.

16. ELECTRONIC SIGNATURE :

The Parties have expressly agreed to sign these GTC, any Special Conditions and the Quotation by electronic signature in accordance with the provisions of Articles 1367 et seq. of the Civil Code, and consequently declare that the electronic version of these documents constitutes the original of the latter and is perfectly valid and enforceable between them.

The Parties declare that the GCS. and the Quotation in their electronic form constitute literal proof within the meaning of Article 1367 of the Civil Code and have the same evidential value as a written document on paper in accordance with Article 1366 of the Civil Code and may be validly used against them.

The Parties therefore agree not to contest the admissibility, enforceability or evidential value of the GTC. and Quotations signed in electronic form.