General conditions of sale

RIGHT TO USE THE MASLO SERVICE IN SAAS MODE Last updated November 15, 2024
ROADOO SAS 132 rue Fondaudège 33000 Bordeaux France
T +33 5 54 54 79 96 - hello@maslo.app

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‍ The company ROADOO SAS, whose trade name is “MASLO”, a simplified joint stock company with a capital of 52,960.00 euros, registered in the Bordeaux Trade and Companies Register under number 521 481 705, whose head office is located 132 rue Fondaudège 33000 Bordeaux (hereinafter “ROADOO SAS” or “the Service Provider” or “MASLO”) operates a gamification sales platform called 'Maslo' accessible at address www.maslo.app (hereinafter the “Site”) and maslo.roadoo.com.
MASLO grants access to the Platform to the Customer who accepts these general conditions of sale. These General Terms and Conditions of Sale define the rights and obligations of the Parties in connection with the provision and use of a digital Platform dedicated to commercial challenges and to the distribution of gifts to employees and partners. They must be accepted by the Subscriber at the time of all orders. The latter also undertakes to have the CGU validated by all persons he invites to use this service. These General Terms and Conditions of Sale will prevail over any other clause in any other document, unless prior, express and written derogation is granted. If this or that clause of the General Terms and Conditions of Sale became unenforceable for one reason or another, this clause would be modified at the strict minimum to become applicable. In the event of the nullity of one of the clauses, the other clauses would remain applicable between the Parties. It is recalled that ROADOO SAS can be contacted using the contact forms posted online on the site www.maslo.app or by post to the following address: ROADOO SAS, 132 rue Fondaudège, 33000 Bordeaux. It is agreed that the language governing these terms is French. Any Subscription to the service implies acceptance of the General Conditions.

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PREAMBLE
Maslo offers a solution accessible online in Software as a Service (“SaaS”) mode dedicated to professional structures. In particular, this solution allows them to motivate their teams by offering challenges and rewards that can be chosen directly online by the User through access to an e-Store. The list of services comprising the Service as defined in the appendix makes the Maslo Service of a quality consistent with the legitimate expectations of the Customer, taking into account the nature of the services, uses and the amount of the consideration that the Customer undertakes to pay to Maslo to benefit from the Service. The Annexes to these General Terms and Conditions of Sale are an integral part of the contractual relationship between the Customer and Maslo.
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‍ 1) DEFINITIONS
‍ Terms whose first letter is capitalized have, in the Contract, the meaning assigned to them below.Administrator: Refers to the person designated by the Customer, who is by default the main point of contact for Maslo. The Administrator centralizes communication between the Customer and Maslo for the operational aspects of the Service. The Administrator administers and manages all or part of the platform. Anomaly: Refers to any anomaly in the operation of the Service linked specifically to a problem affecting the Service (and therefore in no case any problem related to the functioning of the Internet, of a third party service of the Customer,...). An Anomaly that completely prevents the use of the Service by the Customer is considered to be “Blocking”. A “Major” Anomaly is considered to be an Anomaly that substantially degrades or restricts one or more functionalities of the Service, among those listed in the appendix, and that cannot be circumvented other than by setting up a maintenance operation.

Beneficiary: Refers to the User to whom coins have been awarded by the platform administrator.
Maslo online store: Refers to the e-store available on the digital platform dedicated to Maslo's commercial incentives and challenges.
Gift: Refers to the products available on the Platform and that Users can obtain with Coins. Gifts are offered by the Customer to the Beneficiaries.
Customer or Subscriber: Refers to the legal entity that has subscribed to access the Platform and on whose behalf this Agreement has been signed.
Coins: Refers to the gift points distributed on the platform to Users. These coins can be spent on the Maslo online store.
Community: Refers to the group of members exclusively composed of Users invited by the Administrator.
Maslo Accounts: jointly refer to the Subscriber Account and the User Accounts created by the Subscriber.
Subscriber Account: Refers to the account created by the Subscriber during Registration and to which the Users' accounts are attached.
User Account: Refers to the account created by the Subscriber and assigned to the User for the use of the Service.
Contract: Refers together to this document (CGV) and its annexes as well as the estimate signed by the Customer.
Quote: Refers to the quotation sent by ROADOO SAS to the Customer or to the Subscriber specifying in particular the subscription chosen by the latter. The quotation must be returned to ROADOO SAS dated and signed in order to finalize the Registration.
Personal data: Refers to any data relating to an identified or identifiable natural person.
Registration or Subscription: Refers to the process by which the Subscriber makes the procedures with ROADOO SAS or with one of its authorized distributors, suppliers, resellers or authorized spaces allowing him to benefit from the Service.
Maintenance: Refers to the corrective maintenance service of the Service. The amount of this service is included in the amount of the Subscription. Maslo's commitments under this service are limitatively defined in the Contract.
Subscription: Refers to the choice selected by the Customer between the PRO, ESSENTIAL or ENTERPRISE offer, each subscription giving rise to different billing.
Service (s): Refers to all the services offered by ROADOO SAS accessible on the website www.maslo.app as well as on the Maslo application on iOS and Android. Refers in particular to the right for the Customer, for the duration of the Contract: (i) to access the Platform under the conditions specified in the Contract, (ii) to use the Platform within the limits of the rights defined in the Contract, (iii) to benefit from certain updates, decided by Maslo, during the term of the Contract, (iv) to benefit from the hosting of its data processed using the Platform, (v) to buy Gifts chosen by Users and sent directly to them by Maslo. The services included in the Service form an indivisible whole for Maslo.User: Refers to natural persons, over 18 years of age, authorized by the Customer to use the Platform in accordance with the rights of use. The use of the Service by the User is under the responsibility of the Customer.

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Product: Refers to the goods purchased in part or in full by a User on the Online Store using their personal bank card. The Customer becomes a co-debtor for the purchase of a product when the User also uses coins for the purchase of the product.

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2) OBJECT
The purpose of this Agreement is to define the terms and conditions governing access to the Services and the provision of the Services. The Parties agree to abide by these terms and conditions. The Services include:
- access to the Platform,
- the use of the Platform,
- the hosting of the Platform and the Customer's data processed using it,
- the updates of the various modules composing the Platform,
- the purchase of Gifts or Products chosen by Users and sent directly to them by Maslo,
- the after-sales service managed directly by Maslo for Users.

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3) CONTRACT DOCUMENTS
The Contract consists of:
-From the annex relating to the processing of personal data,
-From the estimate,
-Of these terms and conditions,
-Other appendices to these Terms and Conditions.
Any other document relating to the same subject has no contractual value between the Parties. In the event of a contradiction between clauses in different documents, the document at the top of the list above will prevail.

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4) CUSTOMER INFORMATION
The Customer guarantees Maslo to be a professional and to contract as part of its activity. The natural person who represents the Customer (a legal entity) guarantees to have the necessary powers to engage the Customer under this Contract. The Customer also guarantees to be in compliance with the legal and regulatory obligations governing its activity. The Customer acknowledges that the information concerning him transmitted to Maslo is accurate and complete. He undertakes to inform Maslo without delay of any change in any of this information. Before using the Service, the Customer must ensure that he has the technical and computer resources that allow him to use the Service and that his browser allows secure access to it. The Customer must also ensure that the computer configuration of his hardware/equipment is in good condition and does not contain viruses. The signature of the Quotation implies the full and complete acceptance of these general conditions of sale.

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5) VALIDATION OF THE CONTRACT
This Service is accessible to all European professionals (B2B). This service is not available to non-professionals and consumers (B2C). The person wishing to benefit from the Service must go to the maslo.app site in order to request an online demonstration. A complete form must be filled in on this occasion by the Subscriber in which must appear in particular his name, his professional email address and a valid company number (SIRET/SIREN). Roadoo SAS then has a maximum of 24 hours (working hours, not holidays) to verify the information provided by the Subscriber. Once the demonstration is complete, the Subscriber can ask Maslo any questions he wants. The list of functionalities offered by Maslo, as defined in the appendix, makes the Service of a quality consistent with the legitimate expectations of the Customer, taking into account the nature of the functionalities, uses and the amount of the consideration that the Customer undertakes to pay to Maslo to benefit from the Service. It is the Customer's responsibility to ensure the adequacy of the Platform to its own needs, in particular on the basis of the demonstration that it received and any other element made available to it by Maslo. A quotation is sent to him. This quotation must be returned signed electronically by the Customer. On the day the Quotation is signed by the Customer, the Contract is validly formed between the Parties. Any other condition not brought to Maslo's knowledge and expressly accepted by Maslo before the Customer signs the Quotation (including the latter's general terms and conditions of purchase) will in no way be applicable between the Parties. The Customer, after having taken note of the potentialities, the purpose, the functionalities, the functionalities, the standard nature and the operating mode of the Service identified in the Quotation, and after having had the opportunity and the necessary time to request additional explanations from Maslo concerning the Platform, decided to benefit from the Services. The signature of the Quotation involves the unreserved validation of these GTC. The Subscriber acknowledges having been sufficiently informed before the validation of the Quotation.

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6) CONDITIONS OF ACCESS TO THE SERVICE
Once the quotation has been approved by the Customer, ROADOO SAS then communicates to the Subscriber an identifier and a password in order to access its Platform with the number of user licenses desired (limited to 5000 users maximum). Any additional users must be accepted by Maslo and will result in additional billing. Access to the Service requires the Customer to have Internet access and adequate equipment. All the costs necessary for the equipment and the Internet connection are the sole responsibility of the Customer. The Customer declares to have taken note of the characteristics and limitations of the Internet described below: • That data transmissions on the Internet are only of relative technical reliability and that no one can guarantee the proper functioning of the Internet;
• That data circulating on the Internet can be misused, and that therefore the communication to a third party of passwords, confidential codes, and more generally, of any sensitive information is carried out by the Customer at his own risk and peril;
• That the Internet is an open network and that the information transmitted by this means is not protected against the risks of diversion, fraudulent, malicious or unauthorized intrusion into the Customer's information system, hacking, alteration or unauthorized extraction of data, modifications, malicious alterations to programs or files or contamination by computer viruses. It is therefore up to the Customer to take all appropriate measures in order to protect its own stored data and/or services on its information system from contamination by viruses as well as from attempts of intrusion by third parties via the access service.
As a result of the above, and in full knowledge of the characteristics of the Internet, the Customer waives Maslo's liability for one or more of the facts or events mentioned above, except for specific obligations under the responsibility of Maslo.The Customer undertakes to keep the identifiers and passwords allowing him to access Maslo Accounts confidential.Each User must accept the General Conditions of Use to access the Service and keep his identifiers and passwords confidential.. Access to the Service may only be authorized by the Customer to its employees and/or corporate officers, as well as to its own customers and/or distributors, who are confident in compliance with the conditions of access and use indicated in this Contract and the Terms and Conditions of Use. User Accounts are nominative and personal, the same User account cannot under any circumstances be used by several people. If a User is aware that his password has been transmitted to an unauthorized third party or stolen, the Customer undertakes to modify it without delay by using online assistance or by sending an email to Maslo. Accessibility to the Service is strongly recommended from the latest versions of Chrome and Firefox web browsers as well as on the latest versions of Android OS (v11.0 and later) and iOS (v14 and later). In the event of a malfunction on a browser or OS other than those recommended, Maslo cannot be held responsible in any way. To take full advantage of the features available on Maslo, it is necessary that the following domain names are not locked by your CIO:
• https://malso.app
‍ - https://maslo.roadoo.com
‍ - https://app.intercom.io
• https://amazon.fr
‍ • http://youtu.be
• http://youtube.com
‍ • https://talkjs.com
‍ • https://plateform.Ifeelgoods.com
‍ Mailjet Mail Server
‍ https://mailjet.comhttps://app.mailjet.com
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‍ The Customer acknowledges having been sufficiently informed about the computer conditions required to access and use the Service.

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7) SERVICE DESCRIPTION
The Service developed by Maslo and whose access is granted to the Customer hereunder is a service accessible online allowing the Customer to propose challenges to Users in particular. These challenges are rewarded with Coins giving access to Gifts. The Service also offers a collaborative news feed for Users, with the possibility for the Administrator to create Communities. Finally, the Service includes the order of Gifts using Coins, their delivery to the address indicated by the User and after-sales service. Access to all or part of the Services depends on the subscription selected by the Customer.
The functionalities that the Customer can access differ depending on the Subscription selected:
- Maslo ESSENTIEL (pack of 10 licenses): Access to variable remuneration, challenges, Point ranking and Multi-challenges features and access to Coins, stores to spend Coins and recognition badges, custom gifts, personalized gifts, instant messaging (for groups ranging from 2 to 20 users maximum per discussion).
- Maslo PRO (11 to 250 licenses max): Access to Maslo ESSENTIEL and SSO features included
- Maslo ENTERPRISE: tailor-made and quote-based services including the functionalities of Maslo Pro and the following functionalities: News feeds, collaborative tools (quizzes, surveys, forms, boxes), white labels. In addition, the onboarding fees related to subscriptions give access to a maximum of 30 minutes to 2 hours of training depending on the formula chosen to learn how to use the console. This training can be carried out online or at the Customer's premises, in which case travel and meal/accommodation/transport expenses will be covered by the Customer. This training is reserved for the administrator appointed by the Customer. In the event of the appointment of one or more new directors, it should be noted that the training is mandatory and not included in the Maslo Essential offer. Rates are available in section 13.1 hereof.
The training will be automatically invoiced. For the ESSENTIEL offer, the number of Users is limited to 10 unless a specific agreement is concluded between Maslo and the Customer. The Subscription price is a fixed package calculated on 10 licenses. For the PRO offer, the number of Users is limited from 11 to 250 unless a specific agreement is concluded between Maslo and the Customer. The Subscription price also varies according to the number of Users requested by the Customer.For the ENTERPRISE offer, the number of Users is limited to 5000 unless a specific agreement is concluded between Maslo and the Client.The Subscription price also varies according to the number of Users requested by the Customer. The hosting of the Service and the Customer's data processed using the Service is managed by a service provider subcontracting Maslo. The conditions of this accommodation, in particular security as well as availability and maintenance, may be requested by the Customer from Maslo at any time.

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8) TIME FRAME FOR SETTING UP SERVICES
The Customer must send Maslo the elements allowing the personalization of the Service. The Customer is solely responsible for the transmission of these elements. Once the Quotation has been signed, the provision of the Service may take up to six (6) working days except for delay due to the Customer himself (absence of transmission of the necessary elements,...) .When the Customer requests a complex integration (e.g.: Connection to CRM required, integration with a CRM required, integration with an Extranet, etc.), the date of activation of the Service will be postponed to the date of finalization of the integration. The delay may then be greater than six (6) days. In the case of a complex integration, the customer must send to Maslo, within a maximum of 20 (twenty) days from the date of sending the Quotation by him, the information and documents requested during the Subscription necessary for this complex integration. Upon receipt of all of the above documents and subject to compliance with the above deadline, ROADOO SAS will launch the onboarding procedure. In the absence of transmission of the above-mentioned documents within the aforesaid period of 20 (twenty) days, ROADOO SAS may unilaterally terminate the Contract at the sole fault of the Customer, the latter then having to pay a fixed penalty equal to 3 (three) times the amount of the monthly billing mentioned on his Quotation.
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9) DURATION OF THE CONTRACT
The contract is formed and takes effect on the day the quotation is signed by the customer. The duration of the contract is one (1) month, (1) year or two (2) years, depending on the duration specified on the quotation. The contract is renewable tacitly for equivalent durations unless terminated by one of the parties A/R mail (Roadoo, Accounting Department, 132 rue de Fondaudège 33000 Bordeaux) sent within the following deadlines:

— at least (7) days before the renewal for a monthly contract,

— at least (2) months before renewal for an annual or biannual contract.

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10) STRICT LIMITS ON THE USE OF THE SERVICE
The Service includes the right to use the Service only during the term of the Contract, in a non-exclusive and non-transferable manner. Use of the Service is limited to five thousand (5,000) Users per Subscriber. If the Customer wishes to use the Service for a greater number of Users, he must contact Maslo in order to change the Contract.
The Customer may only use the Service for their own account and in no case on behalf of third parties or make it available to third parties. The right of use means the right to represent and implement the Service in accordance with its destination, in SaaS mode via a connection to an electronic communications network. The Service may be used only in compliance with the rules for identifying and assigning the rights of the Customer, who alone decides which Users he authorizes to use the Service, each User being identified and benefiting from a personal User Account.
The Service is an intellectual work of which Maslo retains full ownership and which the Customer prohibits, without this list being exhaustive:
● To copy or reproduce, modify, arrange, adapt in whole or in part by any means and in any form;
● To make available to a third party, sublicense, assign, transfer, or distribute in any way whatsoever, free of charge or for a fee;
● To extract all or part of the databases;
● To use other than in accordance with the provisions strictly interpreted herein;
● To translate or transcribe into any other language or language, or to adapt or add to it any object that does not conform to its specification;
● To decompile or reverse engineer, beyond what is authorized by law. This clause concerns any element of the Service (code, images, databases,...), except those whose property belongs to the User or the Customer. The Customer is committed to compliance with this clause and all the conditions of use of the Services by Users. Any use of the Service under conditions not provided for in the Contract without the prior written consent of Maslo represents a considerable danger to the sustainability of Maslo, whose intellectual property on the Service is an essential asset. Consequently, any violation of this article, voluntary or not, by the Customer, is deemed to constitute a sufficiently serious non-performance on the part of the Customer which results in Maslo's right to immediately and automatically suspend the Service from the date of sending a notification to this effect to the Customer by A/R mail or by email and/or to terminate the Contract under the conditions defined below, without prejudice to any legal recourse against the Customer. The Customer is committed to the respect of the Terms and Conditions by Users, as well as their obligation to implement all necessary measures to keep login identifiers secret and not to disclose them in any form whatsoever. In general, the Customer assumes responsibility for the physical and logical security of the individual terminals accessing the Service. In the event that the Customer is aware that an unauthorised person has access to the Service, the Customer undertakes to inform Maslo without delay. In the event of loss or theft of an identifier, the User will alone use the Service's back office procedure allowing him to change his password.

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11) AVAILABILITY OF THE SERVICE
Assistance/support in using the ServiceAssistance Administrators: via Maslo chat available from an Administrator account on www.maslo.app 4 hours a day, from Monday to Friday (not holidays).
FAQ Administrators: To be consulted via Maslo chat available from an Administrator account on www.maslo.app
‍ User Assistance: Unlimited in the form of ticketing, available from a User account on www.maslo.app or from the “Maslo” iOS and Android application. Maslo provides assistance (support) relating to the use of the Service in French and English.
The amount of this service is included in the price of the Subscription. The Administrator appointed by the Customer is by default the Customer's main contact point who is responsible for the Service internally and who centralizes communication between the Customer and Maslo for the operational aspects of the Service.Limits of Service Maintenance
To benefit from Maintenance, the Customer Administrator is required: (i) to report any possible Anomaly to Maslo and to transmit without delay any information necessary or useful to locate and reproduce said Anomaly; (ii) to make the Administrator fully available to Maslo, and to provide Maslo with any useful information on the reported Anomaly in order to be in a position to ensure its reproduction. As soon as Maslo registers a written request for intervention by the Administrator (the “Report”), Maslo undertakes to reproduce the Major or Blocking Anomaly reported as soon as possible. As of the time of reproduction of the Major or Blocking Anomaly by Maslo, the SaaS Service is deemed unavailable and the duration of this unavailability is taken into account in calculating the monthly availability of the Service. Any Anomaly that is neither Blocking nor Major will not necessarily result in repair. Maslo provides the Customer, by remote maintenance, electronic message, etc. with the information necessary to enable it to attempt to resolve any Major or Blocking Anomaly as soon as it is reported. Once the Major or Blocking Anomaly has been identified and reproduced by Maslo, Maslo undertakes to implement a correction as soon as possible. To do so, Maslo may use the installation of a temporary workaround, an update, or a new version of the Service. Maslo cannot guarantee that the Service will function without errors. The Parties acknowledge that the state of the art does not allow Maslo to guarantee that it will be able to correct all possible anomalies, errors, bugs or hidden defects that may affect the Service. In accordance with art. 1133 al. 3 of the Civil Code, the Customer expressly acknowledges accepting this hazard, inherent in the techniques for the development and operation of the services, and therefore renounces the right to raise an error relating to the quality of the Service. Penalties If the Service is unavailable for more than forty-eight (48) business hours (9 a.m. to 9 p.m. on non-holiday business days) in a month, Maslo undertakes to extend the current Subscription by a period equivalent to that of the unavailability period. No additional compensation may be requested by the Customer in connection with the unavailability of the Service.
Availability is calculated on the basis of information extracted from Maslo's statistical tools, and, where applicable, from the Customer. The duration of the unavailability of the SaaS Service due to the correction of the Blocking or Major Anomalies of the Service is taken into account in the calculation of the unavailability. By express agreement, the availability of the SaaS Service does not take into account (i) any interruptions in the functioning of the Internet for which Maslo cannot in any way be responsible, (ii) or any scheduled Maintenance operations of the Service, (iii) nor any operations related to the upgrades of the Service programmed by Maslo, (iv) nor any unavailability related to the Customer's information system, third-party service or fault of the Customer, improper handling of Customer, User or any third party (v) nor any Anomaly not directly concerning the Service, in particular any anomaly originating from a third party site interconnected with the Service. Maslo reminds the Customer that the provision of a link between the Service and the Customer's information system is not included in the Service and that it is the Customer's responsibility to have a connection to an electronic communication network that effectively allows him to receive data from the Service and to transmit data to him.

MASLO REMINDS THE CUSTOMER THAT THE INTERNET, WHICH ALLOWS IT TO PROVIDE THE SAAS SERVICE, IS AN OPEN AND INFORMAL NETWORK, CONSTITUTED BY THE INTERNATIONAL INTERCONNECTION OF INDEPENDENT COMPUTER NETWORKS USING THE TCP/IP PROTOCOL, WITHOUT THERE BEING ANY OBLIGATION TO PROVIDE OR TO PROVIDE THE QUALITY OF SUPPLY BETWEEN OPERATORS OF THESE NETWORKS. CONSEQUENTLY, MASLO CANNOT GUARANTEE (i) NEITHER THE AVAILABILITY OF THE SAAS SERVICE THAT TAKES INTO ACCOUNT THE FUNCTIONING OF THE INTERNET, (ii) NOR THAT THE USE OF THE SAAS SERVICE WILL BE UNINTERRUPTED.

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12) CUSTOMER CONTENT
Customer Content includes all elements inserted on the Platform, or created using the Platform, by the Customer or a User authorized by the Customer. This Content includes in particular any text, video, photo, photo, quiz, exchanges on the Platform... The Customer remains responsible for all of this Content. It guarantees to Maslo that the Content is unadulterated, does not include viruses or Trojan horses, and, without this list being exhaustive, does not contain any content that promotes crimes against humanity, incitement to the commission of acts of terrorism and their apology, incitement to racial hatred, hatred against people because of their gender, sexual orientation, gender identity or disability as well as child pornography, incitement to violence, including incitement to sexual and gender-based violence, as well as attacks on human dignity, is not racist, homophobic, discriminatory, pornographic, or offensive to any person or group of persons. The Customer guarantees that the Contents do not violate any legal or regulatory rules. The Customer also guarantees that its Contents can be made visible to any third party, including minors. If Content does not comply with this article, the Customer must remove it. If this Content is reported to Maslo, Maslo, as the host, would remove it without delay, without being held liable by the Customer or by any third party. The Customer guarantees that it has all the rights allowing it to distribute the Content using the Platform. In particular, the Customer guarantees that the Content does not violate any intellectual property rights, image rights or any third party rights. In the event that Maslo is held liable by third parties for violation of their rights by the Customer Content, the latter will bear the costs incurred by Maslo in its defense as well as the costs of a possible conviction (payment of damages,...) or the costs arising from a transaction concluded with the applicant. The Customer authorizes Maslo free of charge to reproduce and represent the Content that it transmits from the Service, on any medium, in particular digital and internet networks, during the term of the Contract and for the whole world, only to Users authorized by the Customer. The Customer also authorizes Maslo to modify the Contents for technical reasons related to the publication of them on the Platform. The Customer is responsible for any Content published from a User account authorized by the Customer, even if this account has been hacked or accessed illegitimately.
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13) MASLO E-SHOP

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13.1 Specific E-Shop

The basic E-Store, from which Users can select a gift, includes approximately 90,000 items from 3,000 brands and a selection of E-cards. The Customer may request the establishment of a specific E-Shop. These specific E-Shops can include:

- complementary gifts,

- and/or tailor-made selections of gifts specific to the Customer

The configuration of specific E-shops is reserved exclusively for PRO and ENTERPRISE offers and is a paid service whose amount depends on the time of settings and searches. This implementation will therefore lead to the drafting of an additional estimate and will be the subject of an amendment to the Contract which will specify in particular the rules of delivery, after-sales service, order tracking and warranty, if applicable. Complementary gifts may include:
1. Gifts provided by the customer or a customer's supplier (for example a trip),
2. Items not present in the basic E-Boutique,
3. Gift vouchers, gift cards,
4. E-Checks, E-cards, different from those offered by Maslo
5. Personalized gifts.Maslo reserves the right to refuse the integration of gifts that do not comply with the ethics of its Platform. In addition, a commission will be charged by Maslo on each purchase of Gifts in specific E-shops.

13.2 Gift Purchases Gift purchases are made by the Customer in Maslo. However, the Customer allows each User to select the Gifts they want within the E-Store, and to place the order according to the number of Coins they hold. The earning of Coins by the User is validated by the Administrator, the Customer being solely responsible for the number of Coin (s) held by a User and therefore for the value of the rewards that it grants to each of the Users. A User may convert his Coins into rewards on the E-store linked to his platform, as long as his balance, indicated on his account, is sufficient. As Maslo is a BtoB platform whose buyer is a legal entity, the User will not be able to exercise his right of withdrawal when ordering a Gift.

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In the event that the balance of Coins held by the User is insufficient, Maslo accepts the payment of the difference to reach the required balance by means of a payment by credit card from the User, the User must then take care of the amount corresponding to the difference himself. On the other hand, as soon as the User pays for the product in whole or in part by credit card, specific terms and conditions apply between the User and Maslo, the User and the Customer becoming co-debtors of Maslo. These Terms and Conditions remain applicable between the Customer and Maslo.

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The Customer also remains solely responsible for events allowing the User to win Coins. By default, one (1) Coin is equivalent to one (1) euro including VAT if the purchase is made on the French Platform, excluding VAT if the purchase is made on the European Platform. Maslo Coins may not be transferred or resold to a third party by any beneficiary User, whether free of charge or for a fee. Their use is the responsibility of the Customer and the beneficiary User.
The main characteristics of the items are described in the E-shop. The User places his order on the E-store as follows:
- Choice of gift (s),
- Validation of attributes (sizes, colors, ... ),
- Confirmation of the delivery address provided that you are in the delivery area covered,
- Addition of the cheapest transport costs calculated automatically with Maslo partners,
- Validation of the order paid with the User's Coins, which are automatically deducted from the User's account.
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The Customer will be billed monthly or quarterly for all Gifts ordered by Users during the past month or quarter. Since the buyer is the Customer, a legal entity that buys Gifts as part of its professional activity in order to reward its employees, all the rules of the Consumer Code are not applicable (in particular the absence of the right of withdrawal) .Coins are available and can be spent on the Maslo e-store during the duration of the subscription taken out by the Customer. If the Customer terminates his contract or as soon as the Contract comes to an end regardless of the reason, the Coins still available must be spent by the Users before the closing date of the Platform. It is up to the Customer to inform Users as soon as possible. All Coins not spent on the Platform will then be definitively lost by the User.
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13.3 Order tracking
The User, after validation of the order, will receive by email a confirmation of order or reimbursement of Coins in case of non-availability, the orders being effective within the limit of available stocks. In the vast majority of cases, the User will subsequently receive an email confirming the order for the gift with, in the vast majority of cases, a tracking number and the name of the carrier with the link to the carrier's website, allowing him to verify the order. Maslo has the items delivered to the address indicated by the User when placing an order on the Maslo e-store. If the User is absent, or if the address indicated on the day of the order is incorrect and the Gift goes to Maslo, the shipping costs and management costs of a new delivery will be invoiced by Maslo to the Customer. No change in the delivery address for a Gift order can be taken into account once the Gift has been sent to the carrier.

13.4 DeliveryDeliveries are possible in a number of countries detailed in the appendix. This list is evolving and may be subject to changes during the contract. Transport times depend on the destination. They are generally between 3 and 5 days for mainland France and neighbouring countries, 10 days for other destinations. Delivery times are provided for information purposes only. A delay in relation to the indicated deadline will not entitle the User or the Customer to demand the payment of damages or compensation of any kind, to reject the order or to suspend compliance with any obligation, in particular that of payment. In case of unavailable stock, the order is cancelled and the Coins are re-credited to the User. The delivery of the items will be made to the address indicated by the User at the time the order is placed. Maslo calculates the cheapest Shipping Costs from its partners based on the destination and the goods transported. In the event that delivery is made impossible due to a case of force majeure as defined by article 1218 of the civil code, including strike scenarios, industrial problems, lack or impossibility of obtaining Gifts, etc. Maslo may cancel current Gift orders, etc. Maslo may cancel current Gift orders, without this giving rise to compensation or compensation in favor of the User or the Customer. The User will be informed and will be able to place a new order. The Customer will be refunded in the event that the purchase of the gift has already been paid and invoiced. It is the User's obligation to check, at the time of receiving the goods, that the delivery corresponds to the requested order, which is available on the platform and that its presentation, condition, documentation and packaging are correct. In the event that a package has visible signs that could suggest that the Gift could be damaged, it is the User's obligation to indicate on the delivery note (whether digital or paper) that the goods are damaged. Accepting the goods without this reservation will invalidate subsequent claims from the Customer and/or the User. Except in cases covered by a legal or commercial guarantee, the User cannot under any circumstances change the Gift once an order has been placed. The images and photos of presentation on the E-Boutique are non-contractual. The Gift received may be of a different tone. In addition, each User's monitor color configuration may show a tone or color that is slightly different from the original. This case will therefore not be a reason for complaint on the part of the Customer or the User. Finally, any exchange request requested by a person other than the requesting Customer (in particular by beneficiary Users) cannot be accepted.

13.5 Warranty
Any guarantees to which the Gifts ordered are subject will be specified to the User when ordering. As soon as the Customer is informed by the User of a defect or non-conformity of the Gift ordered, it is up to the User to open an incident (or ticket) on the Platform in the tab intended for handling incidents. Any ticket received via another channel (email, telephone,...) or without the required documentation will be automatically cancelled. Only claims submitted within four (4) calendar days of receipt will be accepted. Once this period has elapsed without any claim, the goods will be considered to have been received by the recipient in perfect condition of quality and quantity. In the event that the Gift ordered has been returned by the User, Maslo reserves the right, after examining the Gift, to indicate to the User that the non-conformity or defect is not identified. The Gift will remain stored for seven (7) days pending confirmation from the User that he wants to recover the Gift after payment of the corresponding shipping costs, at his expense. Once this period has passed, the User will lose the right to any claim. Conversely, if the defect or non-conformity is identified, the User will have his account re-credited with the number of Coins used for the purchase, including shipping costs, or will be sent a new equivalent Gift. Gifts benefiting from their own authorized technical assistance network will be subject to the guaranteed conditions and procedures established by said network, which the User must undertake to respect. Maslo will not accept any return of Gifts that has not been previously authorized by the assignment of an RMA number (“Return Merchandise Authorization”) by Maslo's after-sales service (“after-sales service”). No returns or refunds will be authorized in the following cases:
● Loss or manipulation of one of the manufacturer's control labels and/or distribution chain intermediaries and/or Maslo's control labels;
● When the cause of the damage or failure is due to incorrect use, non-application of the instructions in the accompanying manual/instructions/recommendations, as well as accidents, misuse, shocks, breaks, accidents, or breakdowns caused by other causes not attributable to normal operating conditions;
● If the defect found is due to a lack of maintenance, adjustment, adjustment, revision or cleaning or any other defect caused by a breach by the User;
● Use in environments that are inappropriate for the use of the Gift concerned (such as in particular with dust, in particular with dust, exposed to direct sunlight, vibration, extreme temperatures [below 5ºC and above 40ºC], humidity beyond limits [less than 10% and greater than 95%], and sockets without ground protection or surge protection);
● For the misuse of installed software or for the use of illegal software where appropriate;
● For damage caused by viruses or computer attacks.

13.6 Transfer of Ownership/Transfer of RisksMaslo retains full and complete ownership of the Gifts sold until full payment of the price, principal, fees and taxes included by the Customer. The transfer of risks is carried out when the carrier takes possession of the Gifts to be delivered, and it is the Customer's responsibility to have adequate insurance in case of loss or damage caused by the Carrier.

13.7 AlcoholsThe Customer is solely responsible for authorizing only adult Users on the Platform. Maslo recalls that the sale of alcohol is prohibited to minors. It is the Customer's responsibility to ensure that alcohol orders placed are for adults.

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14) Purchase of a Product by the User
When the User chooses a Gift, the purchase is made entirely in coins, the corresponding invoice being paid by the Customer.
The User also has the choice of choosing a Gift whose amount is higher than the number of Coins he has, or even if he does not have Coins. In which case, the User pays the difference or all by bank card directly to ROADOO SAS, on the Maslo online store. In the event that part of the purchase is paid in coins and part in credit card by the User, the Customer and the User are joint debtors.
The Product will only be delivered to the User once all the amounts due have been paid by the Customer and by the User.
In these situations, the User must also accept specific terms and conditions which are then applicable between ROADOO SAS and the User, these terms and conditions remaining applicable between the Customer and ROADOO SAS.

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15) FINANCIAL CONDITIONS
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15.1 General provisions
The monthly or annual amount of the Subscription allowing access to the Service, excluding the payment of Gifts, is specified excluding VAT and VAT on the Quotation. This amount depends on the Subscription and the options selected by the Customer and specified on the Quotation as well as the number of Users. Among these options, the Customer can request a training course charged at €150 per hour for groups of up to 3 people and €50 per hour and per person for groups of 4 or more people. This amount may change or be modified if the Customer opts for another Subscription, new options or if the number of Users increases during the Contract. The new amount will then be applicable to the Customer without delay. In the case of ancillary services not included in the Maslo offers but that Maslo agrees to provide, the Service will be subject to additional billing. The price of the Subscription and the options as indicated on the Quotation is invoiced on the day the Quotation is signed and then on each anniversary date of the signature (every year or every month depending on the periodicity selected by the Customer). The Service will not be available until this invoice has been paid by the Customer. The purchase of Gifts is made via prepayment which cannot be refunded, unless Maslo has duly proven failure to comply with these terms and conditions. The billing of Gifts actually purchased is monthly or quarterly and takes into account all Gifts purchased during the past month or quarter. Once the prepaid budget has been spent, Users authorized by the Customer can no longer access the Gifts. It is then up to the Customer to make a new prepayment online. The billing process is detailed in point 14.4. Maslo invoices are payable in euros within a maximum of thirty (30) days, date of invoice, by bank transfer, direct debit or any other means of payment decided by the Parties. Invoices of less than €2500 including VAT can be paid by bank card. In the event that the Customer opts for direct debit, the Customer provides upon subscription his bank details and a SEPA mandate authorizing ROADOO SAS to automatically withdraw from his bank account the amounts due in execution of the Service. Maslo does not discount.

15.2 Distribution of Coins and validity period
Once the account is prepaid, the Customer can distribute Coins. Each distribution of Coins is carried out under the responsibility of the Administrator, and in compliance with legal rules, in particular fiscal rules, which apply to the distribution of gifts by a company. The Customer is informed that any distribution of Coins is final. A Coin cannot be refunded under any circumstances. In the event of an error during a distribution, any modification of an account by Maslo may be made upon presentation of a quote and will result in invoicing. Once the Coins are on a User's account, the User has a period of one (1) year to use them. At the end of this period of one (1) year, the Coin disappears without the possibility of recovery or complaint. It is the Customer's responsibility to inform Users and to remind them regularly of this validity period. Any closure of an account, in particular when an employee leaves the company, results in the loss of unused Coins which can in no way be reimbursed. It is therefore appropriate for the Customer to remind all Users to use their Coins before the closure of their account. At the end of the Contract, regardless of the cause, unused Coins are lost and cannot be reimbursed. It is therefore up to the Customer to notify Users early enough so that they can use their Coins before the end of the Contract.

15.3 Ordering a Gift on the E-Store by a User
The E-shop presents gifts whose amount is expressed in Coins. By default, Coin parity is configured as follows: €1 (excluding VAT for European platforms/TTC for French platforms) = 1 coin. It is possible for the Customer to modify this parity only when setting up the Service. Once the Platform is delivered to the Customer, the parity can no longer be changed. In addition, the E-Boutique service is available only to Customers using a paid offer and is subject to additional billing. The price of the Gifts does not include advice, installation, training, or any other type of technical support, other than that specified in the warranty standards described in the specific conditions for each of the Gifts. Gift prices are subject to variations without giving rise to notice. The price of the Gift is the one displayed on the Platform on the day the order is placed by the User. In the event of an anomaly resulting in a derisory or erroneous price being displayed on the Platform, Maslo reserves the right to cancel the order with immediate reimbursement. When the User places an order via the E-Store, the value of the gift (s), expressed in Coins including Shipping Costs, is debited from the User's Coin counter. To ensure that the prices are always the best, a daily update is carried out. When a specific e-store has been set up, the price update will be subject to special conditions specified in an amendment to the Contract.

15.4 Gift Invoicing
• Advance on billing corresponding to the gift points to be provisioned
In order to be able to credit Users' accounts with Coins allowing them to subsequently order Gifts, the Customer must pay Maslo an advance on invoicing corresponding to the desired amount of the gift provision. To do this, the Administrator must go to the “Store” tab of the Platform dashboard and click on “Credit my account” then fill out the form. A deposit invoice in € HT will be sent as soon as possible. To the amount corresponding to the available coins, management fees and the VAT applying to these management fees will be added. These management fees correspond to the provision of the following services:
- Rewards marketplace access (gifts and e-cards)
- Dispatch and tracking of orders
- AFTER-SALES SERVICE
- Guarantee
- Gift assistance by ticket reachable via the application and the web platform
The Administrator must then pay the advance on invoicing corresponding to the gift points to be provisioned and the invoice on the management fees within the deadlines specified below.
Once paid, the Customer's account will be credited in Coins and the Customer will be able to follow the account balance live. If the account balance is 0 or less, Gift orders will by default be blocked until the account is credited again. Following orders for Gift (s) and/or Products made by Users, invoices corresponding to the Gifts purchased, including ancillary costs (shipping costs, etc.), are sent quarterly to the Customer by Maslo. Advances on invoicing and invoices are issued without VAT for Customers residing in Europe except: French customer for gift delivery in France (20% VAT), Spanish customer for delivery in Spain (21% VAT), European customer based neither in France nor in Spain, but for delivery in France (20% VAT). It is up to the Customer to pay the taxes due and customs fees if applicable. According to the legislation in force, it is therefore up to each Customer to auto-pay their VAT if necessary.
When the Customer has requested the establishment of a specific E-Store, orders placed from this E-Shop give rise to the invoicing of a commission in an amount equivalent to 8% of the price of the Gift purchased corresponding to the costs of setting up and managing the specific E-Store.
Users can contact unlimited user support in the form of tickets available from the user account on www.maslo.app or from the “Maslo” iOS and Android application. These services do not give rise to additional billing for non-specific e-shops.

The advance on invoicing, which corresponds to the purchase of Coins that can be distributed by the Customer, cannot under any circumstances give rise to reimbursement.
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Invoicing of Gifts and/or Products ordered
Each quarter, the invoice for the gifts and/or Products ordered will be sent to the Customer. This invoice will indicate: the advances on invoicing already paid, the Coins distributed to the Users and the orders placed as well as their amount including transport costs and including VAT if applicable. The applicable VAT is detailed on the invoice. The balance is carried forward to the next month or quarter. The Administrator can follow the evolution of the balance live as well as the history and status of billing advances in the “Store” tab of the dashboard.

Disputing an invoice
In the event of a dispute with the amounts invoiced by MASLO for the use of the Service and the purchase of Gift (s), the Customer must notify by registered letter with acknowledgement of receipt within thirty (30) days following the date of issue of the invoice, indicating the invoice number to which the dispute relates. The Customer remains responsible for payment pending a result. In the event of a reduction in the disputed invoice, MASLO will issue a credit note to the Customer which will be deducted from the next invoice after agreement between the two Parties.

Regulation
Payments under €2,500 including VAT can only be made by bank card* or bank transfer**.Payments equal to or greater than €2,500 including VAT can only be made by bank transfer** . *

Bank card:
During the first subscription, the Customer validates the Quotation by paying by bank card the amounts due in execution of the Service, in accordance with these General Terms and Conditions of Sales.Bank Transfer: During the subscription, the Customer signs the Quotation and undertakes to execute the payment by bank transfer of the amounts due in performance of the Service, in accordance with these General Terms and Conditions of Sale. ROADOO SAS invoices the Customer for the total amount to be paid on the date of signing the Quotation and will then send the following invoices monthly or quarterly to the Customer.

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15.5 Late payment and suspension of performance
Compliance by the Customer with the deadlines for the payment of invoices constitutes an explicit essential quality of the Customer's service expected by Maslo. Any delay in payment by the Customer of more than fifteen (15) days after the contractually agreed due date and after a reminder by email is deemed to constitute a sufficiently serious breach on the part of the Customer to result in the right to immediately suspend the execution of the Service, with simultaneous information from the Customer, with simultaneous information to the Customer, without notice period or formalities of any kind. Access to the Platform may be suspended and Gifts will no longer be transmitted. In accordance with article L.441-6 of the Commercial Code, in the event of non-payment of all or part of the amounts due within the contractual deadlines, (i) any unpaid sum will automatically generate late payment interest on a day-to-day basis until the date of its full payment in principal, interest, costs and accessories, at a rate equal to three (3) times the legal interest rate, without a reminder being necessary and without prejudice to damages that Maslo reserves the right to seek legal action; (ii) in accordance with article L.441-6 Commercial Code, a fixed compensation for recovery costs of €40 will be automatically payable for each invoice concerned. In accordance with article L.441-6 of the Commercial Code, the recovery costs, justified on the invoice, of amounts unpaid by the Customer (procedural costs, expenses, disbursements and lawyer's and bailiff's fees) are deemed to be an accessory to Maslo's claim and are entirely borne by the Customer. The notification by Maslo of the termination of the Contract for non-payment by the Customer makes the total amount of the amounts due to Maslo.15.6 Increase in the price of accommodationMaslo declares that it does not accept the risk of an upward fluctuation in the cost of hosting and storing the Service and the Customer's data that is invoiced to it by the host who operates these specific services as a subcontractor to Maslo. Consequently, any increase of more than fifteen (15)% in any of these specific services will be notified to the Customer. The Parties undertake to renegotiate the Contract in good faith. If a written agreement is not reached by amendment within thirty (30) days of the notification referred to above, each of the Parties may notify the termination of the Contract for the future, without compensation of any kind for any of the Parties. Prior to the agreement on the new price or the termination of the Agreement under the above conditions, Maslo will be required to perform the Contract, on financial terms and in accordance with the terms and conditions agreed with the Client.15.7 Price ModificationThe prices indicated on the Quotation for the Platform Subscription are valid for the duration of the Contract. In the event of a change in prices, the new prices will only be applied to the Customer on the day the Contract is renewed, the Customer being informed of the new rates early enough to be able to send a letter of non-renewal of the Contract if necessary.

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16) RESPONSIBILITY
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16.1 Maslo's liability
Maslo is committed to providing a Service that meets the functionalities specified in the appendix. The lists of Gift suppliers and the Gift list are subject to change during the Contract. Maslo cannot under any circumstances be held liable in the event that suppliers or Gifts are no longer available during the Contract. Maslo will also not be held liable in the event of alteration of information or data during the transfer by means of telecommunication if this alteration would result from a malfunction of telecommunications infrastructures or from any other cause external to Maslo. Maslo is responsible for immediate, direct and foreseeable damage caused by the Service and proven by the Customer. Maslo is in no way responsible for indirect, unpredictable or non-consecutive damages caused by partial or total poor performance of the Service (loss of turnover, bad reputation, etc.). Maslo cannot be held liable for any damage caused by the fault of the Customer, a third party or by a case of force majeure. In any event, the total amount of Maslo's pecuniary liability is limited to the amount of the invoices paid by the Customer for the last eighteen (18) contractual months, except gross negligence or fraud on the part of Maslo. The Customer may only invoke Maslo's liability for one (1) year from the occurrence of the breach in question. Maslo only makes a commitment to the Customer when buying a Gift. Consequently, in the event of action by third parties, in particular by a User, the Customer must guarantee Maslo.

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16.2 Customer Responsibility
The Customer is committed to the respect of this Agreement by the Users to whom it authorizes access to the Service. The Customer is required to respect Maslo's intellectual property rights, the brands available on the E-Store and the entire Contract, and to pay the invoices within the deadlines specified herein. The Customer is responsible for exchanges, and for any element inserted on the Platform. It is up to him the role of moderator, and in particular to remove any content that has been the subject of a justified report. The Customer is solely responsible for using the Services in compliance with legal rules in particular the rules of employment law and the rules governing the distribution of Gifts to employees (social declarations,...) or third parties. The Customer undertakes not to divert the purposes of the use of the Platform. The Customer is solely responsible for the Challenges he creates and the Coins he distributes. Under no circumstances can Maslo be held liable if the Customer makes an error in the distribution of Coins or in the implementation of Challenges resulting in an excessive distribution of Coins for the Customer. The Customer is responsible for the Gifts offered and Products made available to Users on the Platform, in particular alcohol where applicable. Maslo recalls that the Customer is solely responsible for complying with the regulations governing gifts sent by a company to its employees or to third parties, and in particular tax rules and anti-corruption rules. Any violation of these regulations will result in the responsibility of the Customer only. The Customer undertakes to have a backup of the content managed using the Service, Maslo cannot be held liable in the event of loss of the Contents.The Customer must ensure that the e-mails or documents sent via the Service of emails or documents have actually been sent. The Customer is responsible for emails sent via the Service and their content. He undertakes not to send viruses, phishing, or spam and to reread the content of the emails before sending. The Customer and Users undertake not to use devices or software in order to disrupt or attempt to disrupt the proper functioning of the Service, in particular by imposing a disproportionate load on Maslo's infrastructures. The Customer is also responsible for respecting the right to personal data of Users and in particular for respecting the information of the persons concerned in accordance with article 13 of the RGPD.Maslo acts as a subcontractor in accordance with the details indicated in the annex provided for this purpose and which is an integral part of this Contract.

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17) TERMINATION/END OF CONTRACT
17.1 Termination for a sufficiently serious breach or non-compliance with an explicit essential qualityIn the event of a sufficiently serious breach by one of the Parties, the other Party may send it a formal notice by A/R mail, requesting it to put an end to the breach. The Party that sent the formal notice may terminate the Contract at the exclusive fault of the offending Party as long as this notice has remained ineffective for a period of thirty (30) days. Access to the Platform may be suspended within this period in the event of particularly serious misconduct.

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17.2 Consequences of the end of the Contract

At the end of the Contract, regardless of the reason, the Customer undertakes to immediately stop using the Service and Maslo will then be entitled to interrupt the Service without any formality other than simply noting the arrival of the term of the Contract. All Customer account information will be deleted within two (2) months following the end of the Contract. It is up to the Customer to carry out the exports of the data belonging to him before the end of the Contract. Customer Coins (distributed or not) can no longer be used once the Contract is completed and will in no way give rise to a refund, unless the Contract is cancelled due to a breach by Maslo.

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17.3 SurvivanceIn accordance with article 1230 Civil Code, stipulations that by nature survive the expiry of the Contract (in particular the obligation of confidentiality and the clause conferring jurisdiction) survive the end of the Contract (in particular the obligation of confidentiality and the clause conferring jurisdiction) survive the end of the Contract (in particular the obligation of confidentiality and the clause conferring jurisdiction).

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18) SERVICE GUARANTEES
Maslo guarantees (i) that the Service is original and (ii) that it holds all the intellectual property rights on the Service, subject to any modules of the Service that would benefit from a non-contaminating “Open Source” license or (iii) have the right to grant a license of use to the Customer on any modules of the Service and integrated into the SaaS Service whose intellectual property rights are owned by a third party who would have granted them. the use in Maslo so that it can validly in turn grant the use of it to the Customer under the conditions set out in the Contract (in particular photos and brands of Gifts whose property belongs to the suppliers). During the term of the Contract, Maslo guarantees the Customer against any action or procedure on the grounds of a possible infringement by the Service of the intellectual property rights of a third party. Maslo takes care, at its own expense and at its choice, of the defense to be conducted as a result of the action taken against the Customer by a third party alleging an infringement of his rights. Maslo will pay all damages to which the Customer would be condemned by a court decision having the authority of res judicata in the main proceedings and which has become res judicata. Maslo guarantees the Customer the peaceful enjoyment of the use of the Service and any additional modules, provided that the Customer promptly notifies him of any threat of action or procedure in this regard, allows him to ensure his defense and collaborates with Maslo in this defense. Maslo will have total control of civil defense, including appeal, negotiation and the right to reach a transaction within the meaning of articles 2044 and following of the Civil Code. In the event of a civil conviction of Maslo by a court decision having the authority of res judicata in the main proceedings and passed into force of res judicata or in the event of a transaction concluded by Maslo, Maslo may, at its option and at its expense, either (i) obtain for the Customer the right to continue using the Service, possibly by modifying all or part of the Service, possibly by modifying all or part of the Service so that it no longer constitutes an infringement of the rights of a third party, or (ii) if the right to continue using the Service cannot be obtained or if the Service cannot be replaced or modified at a cost reasonable so that it no longer constitutes an infringement of the rights of a third party, notify the termination of the Contract.

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19) PERSONAL DATA
As part of the provision of the Service, Maslo collects, as data controller, personal data from the Administrator chosen by the Customer as well as the signatory of this Agreement and in particular the following data:
- Email address
- First name
- Name
- Telephone
- Position within the client company.

Maslo collects and processes the personal data of the above persons for the following purposes:
- Provision of the service;
- Commercial relationship, payment, billing...;
- Prospecting on the subscribed service;
- Response to any questions/complaints from the Customer;
- Management of requests relating to the exercise of rights;
- Management of unpaid invoices and disputes;
- Contract management, maintenance,... Personal data is kept for the duration of the Contract and at the end of the Contract, for the legal period for which commercial contracts are retained.

Personal data is processed by the Maslo commercial and technical department as well as by any subcontractors of Maslo, in particular the host of the Service, technical service providers and intermediaries necessary for the performance of the contract. Maslo may also communicate personal data in order to cooperate with administrative and judicial authorities. Maslo takes care to secure personal data in an adequate and appropriate manner and has taken the necessary precautions to maintain the security and confidentiality of the data and in particular to prevent it from being distorted, damaged or communicated to unauthorized persons.
Obligations of the persons concerned:
- they acknowledge that the personal data disclosed by them is valid, up to date and adequate;
- they undertake not to infringe the privacy, image and protection of the personal data of any third party and thus not to communicate to Maslo the data of third parties without their consent. The legal basis for billing processing is the legal obligation imposed on Maslo. The legal basis for processing related to prospecting for equivalent services is the legitimate interest of Maslo. The legal basis for the other treatments implemented by Maslo is contractual, formalized by this Agreement, which the Customer must accept, the purposes of these treatments being necessary for the proper performance of this Contract. The persons concerned are informed that they may exercise, in accordance with the provisions of Law 78-17 of 6 January 1978 as amended, they may exercise their rights of access, rectification, deletion, request the limitation of the processing and the portability of their data by contacting Maslo by chat or e-mail. If necessary, the Customer may file an appeal with the internal control authority, the CNIL in France. For its part, the Customer is responsible for processing the data of Users authorized to access the Service. Maslo then acts as a subcontractor, in accordance with what is described in Annex 3, which the Parties undertake to respect. In some cases, Maslo is responsible for processing the User's personal data, in particular when the User purchases a Product (payment in full or in part by credit card on the Online Store). These cases are specified in Maslo's privacy policy.

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20) GENERAL PROVISIONS
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20.1 Confidentiality
Information relating to the Contract and the stipulations contained in it and in general, and without this list being exhaustive, to the Parties' business plan and their current and future activities, their personnel, their know-how, whether this information is obtained directly or indirectly from the other Party, from its employees, from its subcontractors, agents or service providers, is considered confidential, whether this information is obtained directly or indirectly from the other Party, its employees, its subcontractors, agents or service providers. Confidential information is provided “as is” without any warranty, express or implied, as to its accuracy or integrity. Do not constitute confidential information: (i) information that is available to the public without breach of the terms of the Contract by the Party that discloses or uses it; (ii) information validly held by one Party prior to its disclosure by the other; (iii) information validly obtained from a third party authorized to transfer or disclose such information, without breaching an obligation of confidentiality. Each Party undertakes (i) not to use confidential information, for any reason whatsoever, except in execution of the rights and obligations arising from the Contract, (ii) not to disclose confidential information to anyone, by any means whatsoever, except to those of their employees, service providers or subcontractors for whom this information is necessary for the performance of the Contract, for the entire duration of the Contract and for five (5) years after its termination, regardless of be the cause. For the protection of the other Party's confidential information, each Party undertakes to take the minimum protective measures it would take to protect its own confidential information, and undertakes to ensure that its employees, service providers and potential subcontractors having access to confidential information have signed, prior to any disclosure for their benefit, a confidentiality agreement whose obligations are equivalent to those set out in this article. Each Party recognizes that any party that uses or discloses without authorization confidential information obtained from the other Party during negotiations incurs its responsibility under the conditions of common law.

20.2 Force majeure
None of the Parties may be held responsible for the non-performance of one of its contractual obligations due to the occurrence of a case of force majeure as defined by article 1218 of the Civil Code. For the duration of the force majeure, if the impediment is temporary (less than thirty (30) days), the force majeure event suspends the performance of its obligations for the Party relying on it, unless the resulting delay justifies the termination of the Contract (except for the obligation to pay the contractual amounts due on the date of occurrence of the force majeure event). If the impediment is permanent or of more than thirty (30) days, the Contract is resolved for the future and the parties released from their obligations, subject to notification of this resolution by the most diligent of the two Parties. In all cases, the Party affected by force majeure must take appropriate measures to avoid, eliminate or reduce the causes of the delay and resume the performance of its obligations as soon as the event invoked has disappeared. In particular, any strike, health crisis, natural disaster or network interruption (Internet, telephone) impacting the performance of the Contract is considered by the Parties as cases of force majeure.

20.3 Use of the Customer's name for reference
The Customer expressly authorizes Maslo to use the Customer's name/logo/brands only as a commercial reference, to the exclusion of any other use that must be the subject of prior authorization by the Customer.

20.4 Autonomy of stipulations
The Contract cancels and replaces all previous agreements, oral or written, between the Parties, concerning the same services. In the event that any provision of the Contract should be deemed null or unwritten by a court decision having the authority of res judicata in the main proceedings and passed into force of res judicata, the Parties agree to attempt to limit, as far as possible, the scope of this invalidity so that the other contractual provisions remain in force and that the economic balance of the Contract is respected. In this case, the Parties undertake to renegotiate in good faith the drafting of a new clause replacing the clause thus declared void.

20.5. Applicability of the terms of the Contract
The fact that one of the Parties does not invoke any provision of the Contract at a given time cannot be interpreted as a waiver of the right to subsequently rely on any provision of this Agreement.

20.6 Assignment of the Contract
Maslo has the right to assign this Agreement in particular in the event of the transfer or transfer of all or part of its business and/or assets. Maslo undertakes to inform the customer of the transfer of the Contract. Special case: Maslo allows the Customer to resolve its contract for the future by A/R mail if the transfer or transfer is made to a direct competitor of the Customer, within thirty (30) days from the receipt of information relating to the transfer of the Contract. The Customer must request and obtain the prior and express agreement of Maslo in order to be able to assign or transfer this Agreement.

20.7 Endorsement and agreement on evidence
By express derogation from the provisions of Article L.110-3 of the Commercial Code, the Parties recognize that any modification of the Contract can only be agreed in a written amendment, possibly in the form of an electronic document, signed by a duly authorized representative of each of the Parties (authorization by the statutes or by special authority) (an “Amendment”). Maslo SAS archives documents, information and data useful for the use of the Service by the Customer on electronic and/or digital media. The Customer can access the items thus archived on their account via the www.Maslo.com website. It is accepted that the information, data and documents stored in this way have the value of evidence between the Parties.

21) APPLICABLE LAW AND ATTRIBUTION OF JURISDICTION
The Contract is subject to French law, both for the rules of form and for the rules of substance. In the event that the Contract is translated into a foreign language, only the French version of the Contract will prevail between the Parties. The Parties undertake to make an attempt at conciliation before any recourse to the judge. An A/R letter must be sent to the other Party indicating the reason for the conciliation request. The Parties undertake to meet within fifteen (15) days following the date of receipt of the letter in order to achieve conciliation. Recourse to the judge becomes possible in the absence of conciliation or in the event of its failure, thirty (30) days after the date of receipt of the A/R letter. IN THE ABSENCE OF AN AMICABLE AGREEMENT BETWEEN THE PARTIES FOR ANY DISPUTE RELATING TO THE INTERPRETATION, EXECUTION OR TERMINATION OF THIS CONTRACT, IN ACCORDANCE WITH ARTICLE 48 OF THE CODE OF CIVIL PROCEDURE, JURISDICTION IS EXPRESSLY ATTRIBUTED TO THE BORDEAUX COMMERCIAL COURT, EVEN FOR REFERE PROCEDURES, EXCEPT MATERIAL OR TERRITORIAL JURISDICTION OF ATTRIBUTION TO WHICH IT WOULD NOT BE POSSIBLE TO DEROGATE CONTRACTUALLY.

Appendix 1 — List of features
MASLO ESSENTIAL (10 USERS MAX)
Variable remuneration
Individual challenge
Team challenge
Recurring challenge
Rating by points
Gift points
Gift shop available in 29 countries (over 30,000 items available) & selection of E-cards + Possibility to integrate other gifts, gift cards or goodies (For management fees and commissions)
> Management fees and commissions
Personalized gifts (Team building & tailor-made) Badge management
Instant messaging
Dashboard
IOS and ANDROID Native Web and App Access
After-sales service and user support via tickets
1 administrator
Admin support via chat
Custom platform logo

‍ MASLO PRO (11 TO 250 USERS MAX)
ESSENTIAL Features + SSO Login

MASLO COMPANY
PRO features
+
News feed
Quiz
Survey
Form
2 directors
White label

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Appendix 2 — List of countries where Gifts can be delivered
Gifts* are available in 29 countries:

1.Austria
2.Belgium
3.Bulgaria
4. Croatia
5. Cyprus
6. Czech Republic
7.Denmark
8.Estonia
9. Finland
10. France
11.Germany
12.Greece
13. Hungary
14. Ireland
15. Italy
16. Latvia
17. Lithuania
18. Luxembourg
19. Malta
20. Netherlands
21.Poland
22. Portugal
23.Romania
24. Slovakia
25. Slovenia
26. Spain
27. Sweden
28. Denmark
29.United Kingdom**Subject to conditions outside Europe.
E-cards can be used at least in France.
The list of countries is specified on the description in the platform.

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Annex 3 — Processing of personal data as a subcontractor (Document provided on request to our customers).

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