Brand Terms of Use

Splash, a simplified joint stock company (SAS), with share capital of EUR 1,000, having its registered office at 49 rue Sedaine, 75011 Paris, registered under SIRET number 92917557800012.

Splash is a commercial company that connects content creators with companies developing certain products or brands.

These CLIENT General Terms of Use (hereinafter the "CLIENT Terms"), define the general terms and conditions for the operation of the Services and for the conclusion, delivery and performance of an influencer campaign by the content creator, with all related legal consequences.

Acceptance of the CLIENT Terms is a mandatory step prior to any contract signature, and each client is responsible for reading them carefully before accepting and validating them.

By signing a contract with Splash, the client acknowledges having read and expressly and definitively accepted the CLIENT Terms. Any collaboration with Splash is subject to them without reservation.

These CLIENT Terms, attached to the invoice, accompany and form part of the conditions stated in the contract signed between Splash and the client.

If no contract has been signed between Splash and the invoiced client, these Terms apply automatically by law, so that the client must comply with all conditions without reservation.

The following terms used in these Terms and in relations between Splash and clients are defined as follows:

• Client: any natural person or legal entity subscribing to a service from Splash to benefit, through content creators, from an influencer campaign intended to promote its products, services or brand, or the products, services and brands of its own clients. The term "Client" may be replaced by "Advertiser", "Agency" or "Brand", which, in this context, do not carry any legally dedicated definition under applicable law.
• CLIENT Terms: the general terms and conditions governing the operation of the Services which also constitute the contractual basis of the client relationship with Splash regarding the conclusion, implementation and performance of the influencer campaign.
• Special Conditions: detailed terms and conditions supplementing the CLIENT Terms and set out in the contract. These conditions concern the conclusion, implementation and performance of the influencer campaign, specifically agreed between the client and Splash in the Offer or the Deal. The Special Conditions also include conditions proposed by Splash and accepted by the client, or proposed by the client and accepted by Splash.
• Contract or Deal: contractual agreement between Splash and the client, governed by the CLIENT Terms and by the Special Conditions.
• Brief: document prepared by Splash and/or its client, provided at the beginning of the collaboration, which may be amended during the collaboration and communicated to the content creator in order to set all "guidelines" to be followed by content creators in their communication relating to the brand in influencer campaigns. It notably defines themes and message types according to target audiences, an editorial calendar, tone, and topics addressed.
• Content creator: any natural person or legal entity with legal capacity to act, asserting influence on the Internet, in particular on social media, a website or a blog. This term also covers, within these Terms and in the framework of their collaboration, any independent natural person or legal entity duly mandated by the content creator, whatever their legal status or designation (agents, managers, impresarios, employees, agencies, or other service providers, etc.), to represent them, negotiate and sign a Contract with Splash in their name and on their behalf.
• Deliverables: result of the Services ordered by the client and performed by the content creator as specified in the Contract. This term notably includes documents, videos, images, photographs, messages, posts, stories, and publications by the content creator. The nature, quantity, and conditions under which Deliverables must be performed and delivered (in particular deadlines) are detailed in the Offer or Contract. Items not previously ordered and proactively proposed by the content creator are not considered Deliverables.
• Offer: proposal made to the client to benefit from performance of Services. This Offer is detailed in Special Conditions and subject to the CLIENT Terms. The Offer becomes a Deal when accepted by the client.
• Influencer campaign: campaign carried out by one or more content creators on their social media accounts, notably aimed at promoting a brand, a product, or other item.
• Parties: collectively, Splash and the client.
• Post: component of Deliverables consisting of any digital content published by the content creator on the Internet.
• Services: all actions and outputs of the content creator ordered by Splash and carried out by the content creator as part of an influencer campaign.

4.1 Legal entities and adult natural persons

Any adult natural person or legal entity, represented by its legal representative, wishing to contract as a client to benefit from content creator services in influencer campaigns may contract with Splash, provided that they have full legal capacity and that no domestic or European legal rule prevents it.

4.2 Minor natural persons

MINORS must obtain PRIOR AUTHORIZATION from their parents or legal representatives BEFORE contracting and performing Deals with Splash, in accordance with Article 2 of the CLIENT Terms.

In accordance with applicable legal provisions, MINORS under sixteen (16) years of age wishing to contract with Splash may do so only with the joint consent of the holder(s) of parental authority.

In any event, parents or legal representatives remain solely responsible for any wrongful acts of minors over whom they exercise authority and for any resulting harmful consequences.

MINORS, THEIR PARENTS OR LEGAL REPRESENTATIVES ARE INVITED TO READ THESE CLIENT TERMS CAREFULLY.

4.3 Good faith obligation

The client undertakes to negotiate, form and perform the contract with Splash in good faith, respecting the rights of content creators and other clients and, in particular, not to seek introductions or solicit inappropriate, improper or abusive relationships.

By contracting with Splash, the client certifies that it has full legal capacity to act, in its own name or under any mandate empowering it to receive Offers, sign Deals, and perform or receive the ordered Services. It declares that it is solely responsible and has made all prior declarations necessary for the practice of its profession and the performance of Services with the competent administrative authorities. The client acknowledges in particular that its activity may be subject to social or tax provisions with which it must comply.

Given the conditions under which the content creator performs, in particular the absence of any relationship of subordination and dependency with Splash and/or its client, it is specified that the content creator has full management independence, and that nothing in the CLIENT Terms, Offer(s), Contract(s), or Deal(s) shall be interpreted as creating a partnership, commercial agency, artist agency, mandate of common interest, employment relationship, or any other similar relationship with Splash.

The client personally retains sole responsibility and monopoly over all decisions concerning social, accounting, tax, and legal matters in the broadest sense. Even partial failure of one Party in these matters shall in no event give rise to liability of the other Party.

The client undertakes to assume sole responsibility, and indemnifies Splash accordingly, for compliance with social and tax obligations relating to its activity and shall, during performance of Services in an influencer campaign, remain up to date with payment of all contributions and taxes due.

The client undertakes to comply with Splash's rules (including internal rules, instructions, etc.) or those of any other place chosen by Splash if the Services must be performed, in whole or in part, on premises selected by Splash.

The client and Splash mutually declare themselves fully independent.

None of the provisions of Offers or Contracts may prevent Splash from dealing with third parties other than the client, including direct competitors, for the performance of Services in influencer campaigns, whether such Services are identical or similar to those described in the Offer and/or Deal.

Likewise, nothing prohibits Splash from involving content creators who perform services for the client with other clients, including competitors, even while the contractual relationship with the client is pending.

6.1 Offer proposal and management

Splash may submit Offers to the client. And vice versa.

Unless otherwise stated, neither the number, nature, nor quality of introductions, visibility, influencer campaigns, Offers and/or Deals is guaranteed to the client.

Splash is free at any time to propose or receive an Offer.

The Offer is detailed and may include Special Conditions detailing expected Services, Deliverables, schedule and performance deadlines, and specific features such as the Brief.

Any recipient of an Offer is free to accept or reject it. In case of rejection, they may submit a counter-offer based on elements of that Offer, understood in all respects as a new Offer. Splash may or may not accept it.

An Offer validly issued by one Party and accepted by the other becomes a Deal.

6.2 Conversion of an Offer into a Deal, binding force and modalities

The client's acceptance of an Offer is formalized by physical or electronic signature of the contract, which then becomes a Deal.

The agreement between Splash and the client, who has expressed consent by proposing an Offer and then validating it, becomes a Deal constituting a formal and binding contract. This agreement is governed by these CLIENT Terms and by the Special Conditions defined between the Parties, and forms the Contract between them.

By accepting the Deal, the client undertakes definitively to perform the Services referred to therein according to the provisions, terms, conditions, rules and restrictions defined herein and, where applicable, in the Special Conditions.

The client undertakes to perform it in good faith and to respect all legal and contractual consequences attached to its acceptance. In particular, the client undertakes to perform all agreed services according to the terms defined in the Deal.

Splash will use its best efforts to clearly and reasonably define the nature of the service expected from the client. Any information deemed useful by Splash team members in contact with the content creator or client will be communicated to assist in performance of the Deal.

6.3 Non-compliance, modification, cancellation of Deals

6.3.1 Non-compliance

Splash reserves the right to refuse an influencer campaign if it does not correspond to the commitments described in the Deal. Splash undertakes to provide reasons for its decision.

The client undertakes to accept that decision and understands that the Deal will be deemed not performed, with all related legal consequences under the Contract.

Amounts are in euros and are exclusive of tax (excl. VAT) and exclusive of production carried out by Splash. The client is responsible for paying Splash invoices within the deadlines and conditions set out herein and in the Deal.

The client undertakes to pay Splash no later than 30 days from receipt of the invoice.

In the event of non-payment of the invoice by the dates and conditions provided, Splash may hold the client liable and compel it to pay the invoice balance and seek fair damages and interest, without any cap on such amounts.

Splash does not guarantee the commercial and/or marketing success of the campaign. The client may not claim any compensation or price reduction due to commercial failure of the campaign.

Payments are independent. Therefore, in the case of a multi-creator contract, the client may not validly refuse to pay Splash for services performed by one content creator under the contract on the grounds that another content creator failed to perform obligations under the Special Conditions.

8.1 Means implemented

The client undertakes to provide the necessary human and material resources to ensure, within agreed deadlines, all Services provided for in Deals.

The client undertakes to apply full professionalism in the execution of the influencer campaign.

8.2 Obligation of respect and loyalty

Throughout the duration of Deals, the client undertakes to perform Deal terms in good faith and with all loyalty required toward Splash.

In particular, the client is prohibited from distributing messages or publications, or taking public positions, that are contradictory or incompatible with Splash's interests, products, or brands.

During the Deal and after its end, the client shall refrain, whether in connection with the influencer campaign or otherwise, from denigrating and/or directly or indirectly harming, in any manner whatsoever, Splash, the image of products and/or brands, and more generally their notoriety, reputation and commercial interests.

The client also undertakes not to make any negative or inappropriate statements, comments, or judgments likely to harm Splash's respectability or honor.

These obligations remain valid throughout the Deal and for up to 6 months after its end.

8.3 Publication and retention of Deliverables (posts and content)

The client acknowledges being informed that all messages/content/communication campaigns with an advertising purpose are subject to specific rules. In France in particular, the client acknowledges awareness of Article 20 of the Law for Confidence in the Digital Economy (LCEN) and ARPP recommendations on influencer marketing and is informed that any message/content/post of a sponsored or advertising nature must be clearly identified as such.

Dates for producing Deliverables may be unilaterally modified by Splash. Splash shall notify the client by email or instant messaging (WhatsApp, SMS, etc.).

Furthermore, if the mentioned content creator(s) are unable to produce Deliverables for any reason, Splash may substitute any other content creator(s) of its choice, provided those substitute creator(s) have similar recognition (the substitute creator's follower count must not be lower by more than 20% than that of the initial creator).

9.1 Splash trademark and other distinctive signs

This article recalls exclusive ownership of the EU trademark "Splash", granted to Splash company, which benefits from the monopoly of its use, in accordance with Article L 713-1 of the French Intellectual Property Code. Violation of these rights may lead to legal action, notably for trademark infringement.

Consequently, any reproduction, use, affixing or imitation, in whole or in part, in any form and by any means, of elements constituting or potentially representing this trademark (texts, name, design, image, logo, slogan, and any other element) is prohibited without Splash's prior express consent.

9.2 Domain name

The following domain name is protected by registration and commercial use: https://withgems.com.

Commercial use of names and distinctive signs of said trademark, domain name, and more generally the aforementioned trade name, causing harm to Splash by creating any form of confusion in the public mind, may lead to legal proceedings for unfair competition and/or economic parasitism under applicable procedures.

9.3 Assignment of content creators' image rights to Splash

Splash ensures that selected content creators performing Deliverables have previously assigned rights to Splash, only where the service includes rights assignment.

The client may under no circumstances divert these Deliverables for uses other than those for which they are intended, in accordance with these Terms.

9.4 Assignment of rights to the client

9.4.1 Commercial and non-commercial exploitation of Content

Splash assigns to the client, in consideration of remuneration provided in the Special Conditions, the right to use/reproduce/distribute Deliverables, solely on the client's social media channels and only where the service includes rights assignment.

The client is prohibited from modifying the Deliverable in any way without Splash's prior consent.

Remuneration for this assignment is included in remuneration for Services performed by the content creator.

This assignment is granted and accepted for a fixed term specified in the service brief, from the date of first commercial or non-commercial use of Content.

Each Party acknowledges that any breach of obligations incumbent upon it under the Contract triggers contractual liability under the terms, conditions and limits defined by the Contract as a whole (Terms + Deal).

More specifically, the client accepts and understands the following provisions.

In the event of a breach by the client of its obligations, Splash may require from the client any compensation for all direct or indirect damage suffered as a result of such breach, it being understood that at a minimum, and in any event:

• The client must pay the full amount provided in the Deal, even if all content creator services were not performed due to the client.
• As a penalty clause, if payment is late or not made, the client must pay Splash an amount equal to 30% of the overdue and unpaid invoice amount, as well as EUR 40 per day of delay from the payment due date.
• If damages are claimed from Splash by the content creator due to the client's non-compliance with the Deal, the client must pay or reimburse Splash.
• The client shall hold Splash harmless and indemnify Splash against any judgment on these grounds.
• Such payments shall be made upon first demand by Splash.

MORE GENERALLY, SPLASH DOES NOT ACT AS GUARANTOR OF ANY CLIENT USING ITS SERVICES.

IT IS EXPRESSLY AGREED THAT IF SPLASH'S LIABILITY WERE ESTABLISHED, WHATEVER THE CAUSE, THE AMOUNT OF COMPENSATION FOR DAMAGE AND/OR LOSS SUFFERED BY THE CLIENT MAY IN NO EVENT EXCEED THE AMOUNT OF REMUNERATION AGREED IN THE RELEVANT DEAL.

Neither Party shall be held liable for failure or delay in performing one or more of its obligations arising from the Contract resulting from force majeure under applicable law, that is, unforeseeable, irresistible circumstances beyond the Parties' control, despite reasonable efforts, for a maximum period of three (3) months from occurrence.

In such case, the Parties acknowledge that suspension of obligations is non-fault based and lasts for the entire duration of the force majeure circumstances. Upon expiration of this period, reciprocal obligations become applicable again under the same conditions.

As far as possible, the Parties undertake to notify each other of such event within ten (10) days of occurrence, and to provide, where possible and on their own initiative, all supporting documents of that state.

If force majeure affecting one or both Parties exceeds three (3) months, the Parties are entitled to consider their reciprocal obligations extinguished and the Contract deemed terminated, without prejudice to any legal action resulting in a different outcome.

Each Party is responsible for obligations incumbent upon it under regulations relating to personal data protection, in particular Regulation (EU) 2016/679 on the protection of natural persons with regard to processing of personal data and on the free movement of such data, and French Law No. 78-17 of January 6, 1978, as amended by Law No. 2018-493 of June 20, 2018.

Splash takes appropriate measures to ensure protection and confidentiality of personal information it holds or processes, in compliance with applicable regulations. Splash collects information when Services are subscribed to and when Services are used by the content creator, which are subject to computer processing.

Splash ensures it only collects data strictly necessary for the purpose of processing operations implemented. Data is collected directly from the data subject through commercial documents or data collection forms.

Data is collected by Splash to ensure performance of the relevant contract, and more specifically provision of services, management of content creators, and execution of any direct marketing operation.

Client data is retained until Services are terminated, plus mandatory retention periods for accounting purposes and legal limitation periods. Data may also be processed for marketing purposes for 3 years after contract end, unless objected to by the content creator.

Data recipients are persons in charge of marketing and/or sales, services handling client relationship and prospecting, administrative services, IT and technical services, and their hierarchical supervisors.

Splash does not rent or sell client personal data, including for commercial prospecting. However, personal data may be processed on behalf of Splash by trusted service providers.

Client personal data is stored on servers located in France or, where applicable, may be transferred outside the European Union.

Individual rights of access, rectification, erasure, restriction, supplementary information and, where applicable, opposition by content creators to commercial prospecting or profiling, as well as the right to set specific and general instructions regarding retention, erasure and communication of post-mortem data, and the right to data portability, may be exercised by sending mail including name, surname, address, phone number, copy of identity document and, where applicable, proof of status to Splash's registered office address.

Clients who are natural persons also have the right to lodge a complaint with the CNIL.

Each Party undertakes to implement appropriate means to keep strictly confidential information and documents designated as confidential by the other Party and to which it has access in connection with the Contract.

By default, and unless otherwise expressly agreed in the relevant Offer or Deal, the following are expressly considered "Confidential Information":

• Contract conditions.
• Data relating to Deal results (notably number of clicks, reads, downloads, conversions, marketing reach of the Deal, etc.).
• Elements arising from the partnership between the Advertiser and Splash of which the content creator may become aware during performance of the Contract.
• Information and documentation related to the Contract, including in particular information concerning activity, trade secrets, processes, know-how or methods used by the other Party in its activities, obtained from the other Party in application of or in connection with the Contract.

The client agrees not to copy or disclose Confidential Information to any third party without Splash's prior written consent.

The client accepts and understands that, given contractual relationships between Splash and Advertisers, confidentiality obligations relating to Confidential Information do not apply to Splash but exclusively to the client.

The following are not considered confidential under this article:

• Information already public at the time of disclosure or made public after disclosure without breach of the Contract.
• Information known to one Party, without confidentiality obligation, on the contract signature date, with burden of proof on that Party.
• Information communicated to one Party or its personnel by third parties who obtained it by lawful means.

If necessary, the Parties are authorized to disclose, under strict confidentiality, the Contract and related documents to statutory auditors, insurers, and tax and social authorities in case of inspection.

This obligation takes effect upon acceptance of the CLIENT Terms and continues throughout their application period, and for two (2) years after termination, whatever the cause, and independently and additionally to durations set for Deals, subject to the same confidentiality rules. Only potential termination of this contractual obligation by judicial authority extinguishes it before term.

In the event of breach of the aforementioned confidentiality obligations, the defaulting Party bears sole and full consequences, including financial consequences, due to possible early termination of contractual agreements at its fault, without prejudice to any legal action.

The client authorizes Splash to mention its name on a reference list that Splash may distribute.

The client fully understands and accepts that Splash reserves the right to publish, on its website or other digital spaces and marketing media, online or offline, any references, anonymized or not, including graphical references, illustrating in part the profile and certain activities, for promotional or commercial prospecting purposes.

Upon the client's express request, Splash undertakes to remove any reference to the content creator from all publication spaces within a maximum of ten (10) days.

15.1 Management - Modifications

The applicable version of the CLIENT Terms is the one in force on the Deal conclusion date.

Applicable Special Conditions are those constituting the Deal, including conditions that may be specified or modified after the Deal conclusion date, as resulting from express exchanges between Splash and the client.

Splash reserves the exclusive and discretionary right to modify or suspend the CLIENT Terms, in particular if such modifications or suspension are necessary for commercial or legal objectives.

In case of modification of the CLIENT Terms, the client will be informed of the new version by email or any other appropriate communication means. The client undertakes to review it. The new version of the Terms will apply on the date communicated by Splash, and at least forty-eight (48) hours after communication of the modification.

It is expressly agreed that in case of a Deal in progress, applicable CLIENT Terms may only be modified through express exchanges between the client and their Splash contact.

15.2 Hierarchy and continuity of clauses

Contractual documents constituting the Contract are, in descending order of priority:

• Special Conditions
• CLIENT Terms

In case of contradiction between one or more provisions appearing in any document, the higher-ranking document shall prevail and, in case of documents with successive versions, the most recent version shall prevail.

The Contract expresses all obligations of the Parties.

If any clause of the Contract becomes null, unenforceable, lapsed, illegal, or inapplicable, this shall not affect validity, legality, and enforceability of other Contract provisions and shall not exempt Parties from performance.

The Parties expressly agree that the Contract may be concluded in electronic written form. Where applicable, they acknowledge that such writing constitutes the original document, established and kept in conditions ensuring its integrity, notably on the DOCUSIGN platform or any similar platform, and that it is fully valid between them, including when Parties use an electronic signature process known as "on-the-fly".

The Parties undertake not to challenge admissibility, enforceability, or evidentiary value of Contract elements on grounds of their electronic nature. The electronically signed document constitutes written evidence within the meaning of Article 1365 of the French Civil Code and has the same evidentiary value as a paper writing in accordance with Article 1366 of the French Civil Code, and may validly be relied upon. Consequently, the electronically signed document proves the Contract content and the signatory's identity.

The Parties acknowledge and expressly agree that electronic transmission of the Contract through DOCUSIGN or any similar platform constitutes evidence, between the Parties, of existence, origin, sending, integrity and timestamping of the Contract by one Party and receipt by the other Party.

These CLIENT Terms and all related contractual documents are subject to and governed by French law, and must be interpreted under French law.

No derogation from this provision may be invoked, including in case of conflict of laws.

No foreign element may therefore be invoked for application of any foreign legal rule, and it is expressly indicated that any translated version is provided for informational purposes only.

Any disagreement relating to the Contract shall first be subject to an attempt at amicable settlement in all forms admitted by applicable law and within a reasonable period: discussions, negotiations, commercial gestures, possible written agreement, and possible mediation and/or alternative dispute resolution procedure, without prejudice to any legal proceedings. The Parties shall agree in good faith on how costs of the amicable procedure are shared.

Failing amicable settlement, disputes shall fall under the exclusive jurisdiction of the COMMERCIAL COURTS OF PARIS.