End-User License Agreement

Updated as of November 14, 2023

ARTICLE 1: PREAMBLE

The LiveMeUp Publisher application and the console accessible at the address https://admin.livemeup.io, as well as the plug-in, are published by the company LiveMeUp, registered with the Commercial and Companies Registry of Lille Métropole under number 895 234 797, with its registered office located at 8 allée des Charmes in Mouvaux (59420), represented by Mr. Guillaume FAURE, its President, hereinafter referred to as "LiveMeUp."

LiveMeUp has developed a Live Commerce platform consisting of three components (collectively referred to as the "Platform"):
(i) a smartphone application for iOS and Android.
(ii) a console for event preparation and moderation, including replays, for Live Commerce.
(iii) an interactive video player plug-in, for registered users who are content creators for LiveMeUp clients, allowing them to share and view commercial video content in real-time ("Live Commerce") or later.

The console is accessible at the address https://admin.livemeup.io. The LiveMeUp Publisher application is available for download on the Apple Store and Google Play Store.

The User of the Application is a representative of a Client who has subscribed to a contract for the provision of the LiveMeUp Platform in SaaS mode and is, by default, one of the three authorized Users under the SaaS contract to use the Application.

The use of the console and/or the LiveMeUp Publisher application is subject to the End-User License Agreement.

ARTICLE 2: DEFINITIONS

For the purposes of this Agreement, the following terms should be understood as defined below:
‍
- Application : refers to the LiveMeUp Publisher application available for download from partner app stores (Apple Store, Google Play).
- Contract : refers to the End-User License Agreement, including its annexes listed in Article 1.
- Platform : refers to the console, plug-in, and Application that provide access to the Services.
- Profile : refers to the account created by the Client on behalf of the User to access the Services and identify themselves via their phone number.
- Services : refers to the service of creating video content and/or distributing content offered by LiveMeUp.
- User : refers to the user of the Application, identified through a Profile that allows access to the Services. The user is an agent of a Client of LiveMeUp.
- Content : refers to any video and graphic elements recorded and/or transferred to the Platform.
- Client : refers to the legal or natural person who has subscribed to LiveMeUp's Services on behalf and/or in the name of the User and has an administrator account.

ARTICLE 3: ACCEPTANCE

The User is deemed to have read this End-User License Agreement and has duly accepted it without reservation. The User acknowledges that using a Profile constitutes full and unconditional acceptance of the End-User License Agreement, which they declare to have read in its entirety and accepted knowingly.

The User is informed that the electronic acceptance of this End-User License Agreement has the same legal effect as an agreement on paper.

ARTICLE 4: PURPOSE

The purpose of the End-User License Agreement is to define the terms and conditions under which the User may use the LiveMeUp Application.

ARTICLE 5: USER REGISTRATION

5.1: User Registration / Profile Creation

‍When subscribing to the Services, the Client registered the User on the Platform from the LiveMeUp console. By freely downloading the Application available on partner app stores, the User accesses the Profile created by the Client.

The registration of a User on the Platform is subject to validation by the Client of an authentication form, in which all necessary information for the User's identification must be completed in order to access the Services. The completion of the registration process by the Client will result in the User being assigned a password that will allow them to access the Platform and be identified through their phone number.

Only Users registered by the Client can access and use the Platform, including the Application, and must meet the following conditions:

• The User must be a natural person over the age of 18 with full legal capacity.
• The User must use the Platform for strictly commercial purposes on behalf and/or in the name of the Client.

By validating their information and accepting the End-User License Agreement simultaneously, the User validates their Profile, which will allow them to log in and use the Platform and Application during their first connection.

5.2: Content Creation

‍The creation of Content from the Platform may vary depending on the type of Services subscribed by the Client. Access to Content and Services will be in accordance with the Services contract between LiveMeUp and the Client.

The User acknowledges and agrees that any creation of Content transmitted through the Platform must be exclusively for their professional use.

LiveMeUp prohibits any personal use of the Services. Any appropriation or modification of Content and Services by the User is strictly prohibited.

ARTICLE 6: PLATFORM USE LICENSE

6.1. The Platform, including the LiveMeUp Publisher Application, is the exclusive property of LiveMeUp. All intellectual property rights, including copyright, related to the Platform and Services, its documentation, or copies thereof, belong to LiveMeUp. Therefore, through the End-User License Agreement of the Application, LiveMeUp only grants the User a personal, non-exclusive, non-transferable, and non-assignable right to use the Platform.

6.2. The User acknowledges and accepts that the scope of the use right granted for the Platform constitutes a unique and indivisible concession. Therefore, the User shall refrain from making the Platform available to third parties, directly or indirectly, in any capacity, whether for consideration or free of charge.

6.3. The User shall refrain from (i) making any copies or reproductions, in any form and on any medium, of the Platform, including selling, publishing, displaying, disclosing, in whole or in part; (ii) modifying, reproducing, copying, translating, reverse engineering, decrypting, decompiling, disassembling, creating derivatives of any part of the Platform or attempting by any other means to access the source code or data transfer protocols of the Platform; (iii) allowing or facilitating unauthorized access to the Platform in any way; (iv) compromising the logical and material integrity of the Platform; (v) using the Platform for the benefit of third parties in any way.

ARTICLE 7: WARRANTIES OF LIVEMEUP

LiveMeUp does not guarantee that the Platform is free of all defects. LiveMeUp will make reasonable efforts to correct any anomalies in the Platform affecting its normal use. LiveMeUp guarantees that the data displayed in the Platform regarding Profiles correspond to the data entered by the Client. LiveMeUp cannot be held responsible for any incorrect entry of User and Client data.

ARTICLE 8: DURATION OF THE AGREEMENT

This End-User License Agreement binds the User to LiveMeUp for the entire duration of the provision of the LiveMeUp Platform, whether active or not, upon acceptance.

The User may request the termination of their Profile at any time, as explained in the "Termination" article. All Client Profiles will be deleted within a reasonable time following the end of the Services contract subscribed to by LiveMeUp and the Client.

ARTICLE 9: TERMINATION

9.1. Termination at the User's and/or Client's Initiative:

‍The User and/or the Client may delete a Profile at any time. This termination will result in the User's inability to access the Platform, and the irremediable erasure of personal data collected and linked to this Profile, unless otherwise required by law by LiveMeUp, if applicable.

This termination will be carried out by simply activating the "close my profile" feature accessible from the User's space within the Platform.

9.2. Suspension/Termination at LiveMeUp's Initiative:

LiveMeUp reserves the right to suspend access to the Platform and Services, if necessary without notice, due to the severity of the actions, if the User fails to meet any of their obligations as outlined herein, especially in cases where:
- An act of hacking or an attempt at unlawful use of the Platform and Services originates from the User's account.
- An act of hacking or an attempt at hacking the Platform and Services originates from the User's Profile.
- The use of the Platform and Services is detrimental to third parties, LiveMeUp, or is contrary to good morals or public order.
- A breach of the Services contract between the Client and LiveMeUp.

Once access to the Platform has been suspended, and after a notice has been sent to the User and/or the Client without effect for a period of fifteen (15) days, LiveMeUp shall have the right to permanently revoke the User's access to the Platform without compensation, unless the cause of the suspension has ceased within this period or unless LiveMeUp grants the User and/or the Client an additional period to fulfill their obligations and correct their breach.

ARTICLE 10: USER'S OBLIGATIONS

For the purpose of executing this contract, the User:
- certifies that they are using a mobile device in good working order and compliant with current regulations to access the Platform.
- commits to installing the latest version of the Application provided by LiveMeUp on the Apple Store and Google Play immediately upon its release and to using only this updated version of the Application.

The User is prohibited from exchanging any content contrary to public order, good morals, the interests of third parties, or any laws and regulations.

Furthermore, the User undertakes to exercise discretion, courtesy, and decency towards end customers and LiveMeUp in all exchanges and other interactions they may have with them.

The User is prohibited from engaging in any active behavior aimed at intruding into the Platform's computer system, hacking, or disrupting the proper functioning of the Platform through the transmission of viruses, Trojan horses, or any other computerized devices that may interfere with its operation.

They are also prohibited from engaging in acts akin to hacking attempts or misuse of the functions available to them through the Platform for purposes other than those for which it was designed, as well as any inappropriate behavior deviating from the normal use of the Platform.

The User is prohibited from using the Platform and Services, directly or indirectly, for the marketing and/or promotion of the following products, content, and services:
- Online gambling and betting games.
- Pornography, ammunition, firearms, explosives, drugs, or prescription drug sales.
- Stolen or counterfeit goods violating any applicable intellectual property rights.
- Incitement to hatred, discrimination, or violence.
- Linked to or including viruses, malware, time bombs, Trojans, and any other computer program that interferes with the proper operation and security of an information system.
- Linked to or including a financial or speculative pyramid scheme, chain letters, and financial scams.
- Not complying with regulations related to the commercial exploitation of the image of children under the age of sixteen on online platforms.
- Not complying with the applicable digital age of majority.
- Contrary to any applicable law and regulation.

The User undertakes to keep their login credentials (connection ID and password) confidential and not to share them with any other person who may access the Platform on their behalf, with or without authorization. The User shall bear full responsibility for any unauthorized access made by a third party using their login credentials, which remain strictly personal.

The User shall immediately inform the Client and/or LiveMeUp in the event of loss or hacking of their login credentials.

ARTICLE 11: LIABILITY

LiveMeUp shall not be held liable towards the User or any third party for any direct or indirect damage, harm to reputation, arising in connection with the User's use of the Platform.

In particular, LiveMeUp shall not be held responsible in the following cases, without limitation:
- Service interruption for technical maintenance of the Platform.
- Network interruptions, delays, or tardiness in the transmission of electronic information or other data from the Platform.
- Software failures of the Platform.
- Malicious activities, data theft, computer viruses, inadequacies in protection and backup measures.
- User errors, misuse of the Platform.
- Data loss, business interruptions, or other monetary losses resulting from such.
- Misuse or malicious use of data collected in the course of using the Platform.
- Any force majeure events, unforeseeable events, or other causes beyond LiveMeUp's control.

LiveMeUp shall not incur any liability for a use contrary to this End-User License Agreement. LiveMeUp is not responsible for the User's conditions of using the Platform, especially when the User is responsible for:

Their internet access and the use of the Platform by Authorized Users.Ensuring that their equipment is compatible with the Platform's prerequisites.Maintenance and updates to this equipment used for accessing the Platform.

LiveMeUp's obligations under this Agreement are obligations of means and in no way obligations of results.

ARTICLE 12: PERSONAL DATA PROTECTION

https://www.livemeup.io/privacy-policy

ARTICLE 13: INTELLECTUAL PROPERTY

LiveMeUp retains full intellectual property ownership of the Platform and Services, as well as all related rights.

The User does not acquire any intellectual property rights or any other rights beyond those conferred by this Agreement. LiveMeUp reserves the right to make corrections or modifications to the Services and the Platform

By accepting this End-User License Agreement for the Application and the Platform, the User agrees not to undermine LiveMeUp's legitimate interests. The User agrees not to use the Platform in any manner not explicitly provided by the Intellectual Property Code for the benefit of the User and/or the Client or not expressly authorized by this Agreement, including:

- Using the Platform and the Services or making backup copies outside of the conditions provided by this Agreement.
- Correcting errors or anomalies of the Platform and Services on their own or through a third party without LiveMeUp's prior written consent.
- Granting a loan or making the Platform and Services available by any means, including over the internet.
- Teletransmitting the Platform and Services or broadcasting them, networking them, especially over the internet and in any other form.
- Decompiling the Platform, including for interoperability purposes or the creation of a derivative or competitive work based on the Platform.
- Translating, adapting, arranging, or modifying the Platform and Services.

This Agreement does not grant the User the right to access the source code of the Platform.

Any act by the User contrary to the provisions of this Agreement would constitute copyright infringement and warrant legal action by LiveMeUp.

ARTICLE 14: CONFIDENTIALITY

The User agrees to consider as confidential, for the duration of the acceptance of this End-User License Agreement and without limitation after its cessation, all information, including but not limited to, commercial, financial, technical, strategic, personal, and personal data, related to LiveMeUp that they may become aware of during their use of the Services.

Each Party agrees to obtain the same confidentiality commitments from its personnel and employees who are aware of or may become aware of such information in the course of their duties.

ARTICLE 15: FINAL PROVISIONS

Modification of the End-User License Agreement: LiveMeUp reserves the right to modify the content of the End-User License Agreement at any time, and an updated copy will be immediately communicated to the User before it comes into effect.

The User will be required to review and expressly accept the modified End-User License Agreement before resuming normal use of the services offered by LiveMeUp. Failure to accept the modified content of the End-User License Agreement submitted for the User's approval will result in the suspension of their Profile until the modified End-User License Agreement is accepted.

Claims: Claims related to the use of the Platform and Services under the terms of this End-User License Agreement are to be submitted by email to LiveMeUp at the following address: hello@livemeup.io

If the User receives no response within a period of one (1) month, they must consider their claim as rejected.

ARTICLE 16: APPLICABLE LAW

This End-User License Agreement is exclusively governed by French law, both in terms of form and substance.