General Terms of Service

Preamble

DAGOBA offers the creation of free e-shops while ensuring their management.

By browsing the website available at www.dagoba.app, each User agrees to read and fully and entirely accept these General Terms of Service. Accordingly, as of the date of the first login, the General Terms of Service are deemed to have been read, understood and accepted without reservation by the User.

DAGOBA reserves the right to supplement, modify and update these General Terms at any time. In any event, any significant modification will be notified to the User by means of a pop-up on the Platform or by email. They are furthermore freely accessible and available for consultation by any person browsing or using the Website.

Article 1: Definitions

In these General Terms, capitalized terms shall have the meanings set forth below:

« Partner Shop » means the e-shop of each Partner.

« Piggy Bank » means the Partner's accounting balance on the Platform, corresponding to (i) the royalties credited by DAGOBA in respect of sales made on the Partner Shop in accordance with Article 6, and where applicable (ii) the advance payments made by the Partner for future purchases of Products in accordance with Article 7.

« Customer » means any person who places an order on a Partner Shop.

« Communications » means the flyers, visuals, mailing campaigns, e-coupons and other materials that the Partner may use from its Dashboard in order to boost sales.

« DAGOBA » means the company that publishes the Platform available at the URL "www.dagoba.app".

« General Terms » means this agreement.

« Partner Content » means any content relating to the Partner such as name, trademark, logo, design, etc.

« Login Credentials » means the username and password specific to each Partner to access its Dashboard.

« Partner » means any User who has subscribed to the Services.

« Platform » means the applications, websites and mobile sites accessible from the address https://www.dagoba.app

« Products » means the items offered for sale on the Partner Shops.

« Personal Data Regulations » means all provisions relating to personal data and more specifically to the Loi Informatique et Libertés of January 6, 1978 and the General Data Protection Regulation 2016/679.

« Services » means the e-shop creation and management services offered by DAGOBA.

« Dashboard » means the personal space to which the Partner has access after subscribing to the Services.

« User » means any person who visits the Platform, without distinction.

Article 2: Purpose of the Platform

The purpose of the Platform is to enable the creation and management of a Partner Shop, free of charge.

DAGOBA offers to create a Partner Shop on behalf of the Partner and to manage the logistics of orders placed on said Partner Shop, from order placement to delivery.

Article 3: Creation of a Partner Shop

Article 3.1: Requirements for the creation of a Partner Shop

The Services provided are exclusively intended for persons who have reached the age of majority in the territory of subscription to and use of the Services.

DAGOBA reserves the right to refuse the creation of a shop, or to close an existing shop, without having to provide any explanation for the refusal or closure.

Article 3.2: Creation of a Partner Shop

In order to create a Partner Shop, and thus subscribe to the Services, the User must request the creation of a shop by completing the form.

Once the shop has been created, the Partner will have access to the Services and to its Dashboard through the Login Credentials that it will have chosen itself (email provided by the Partner and password chosen by the Partner).

The Partner undertakes to keep its Login Credentials confidential and not to assign or grant them to third parties.

DAGOBA undertakes for its part to take the necessary measures to prevent the disclosure of the Partner's Login Credentials.

If a third party accesses the Partner's Dashboard using the Login Credentials, such third party may make all the modifications that the Partner can make, including in particular managing its Piggy Bank.

The Partner bears full responsibility for actions carried out on its Dashboard.

The Partner, when subscribing to the Services with DAGOBA, undertakes to provide accurate, complete and up-to-date information.

Article 4: Operation of the Partner Shop

4.1 Management of the Partner Shop

The Partner Shop is entirely created by the Partner, in particular with regard to the choice of Products offered for sale and the choice of the domain name to be used, constituting the URL from which the Partner Shop will be available.

With regard to Products, the Partner may choose products from the catalogs presented on the Platform.

With regard to the domain name, DAGOBA never registers a domain name on behalf of the Partner. The Partner may choose to have its Partner Shop accessible at a URL consisting of a DAGOBA subdomain to be determined in consultation with DAGOBA, or to have its Partner Shop implemented under a domain name that the Partner has already registered.

The Partner Shop is entirely managed by DAGOBA, which handles everything from the procurement of Products to the delivery of the order to the Customer.

The Customer places an order online on the Partner Shop and, where applicable, customizes the Products that it wishes to purchase.

DAGOBA then takes charge of receiving the Customer's order payment, manufacturing the ordered Products, their customization where applicable, and shipping the order to the Customer.

Similarly, DAGOBA handles the after-sales service related to orders placed on the Partner Shop.

4.2 Dashboard Features

The Partner has access to a Dashboard via its Login Credentials.

The Dashboard allows the Partner:

• to track orders placed on the Partner Shop;

• to track Products sold on the Partner Shop;

• to track Customers registered on the Partner Shop;

• to access the revenue generated on the Partner Shop;

• to manage its Piggy Bank (reuse, issuance of discount coupons, or withdrawal of funds); and

• to benefit from Communication tools to boost sales on the Partner Shop.

4.3 Support and assistance

Support and assistance services are provided by DAGOBA through the "Support" form available on the Platform.

Article 5: Term

The Partner subscribes to the Services with no commitment as to duration.

At any time, the Partner may decide to terminate the Services, i.e., deactivate its shop. To do so, the Partner may contact the support and assistance service in accordance with the termination procedures set forth in Article 13 below.

Article 6: Financial Terms

In consideration for the Services provided to the Partner, DAGOBA receives compensation through orders placed on the Partner Shop.

In consideration for the assignment of intellectual property rights as provided for in Article 10.2 below, the Partner shall receive, upon request, a royalty on the Products sold on the Partner Shop based on the margins that it will have set on each product in the Shop's Dashboard.

This royalty, the amount of which equals the margin set by the Partner on each relevant Product, shall be credited automatically to its Piggy Bank after each sale, within fifteen (15) days from payment of the order, after deduction of the transaction fees provided for in Article 7.

If the order is subsequently canceled and refunded to the Customer, in whole or in part, the amount credited to the Partner's Piggy Bank for that order shall be correspondingly deducted.

Article 7: Piggy Bank

7.1 Nature of the Piggy Bank

The Piggy Bank constitutes a current account between DAGOBA and the Partner. It constitutes neither a payment account nor an electronic money instrument within the meaning of the Code monétaire et financier. Its balance corresponds to a receivable owed by DAGOBA to the Partner.

7.2 Funding the Piggy Bank

The Piggy Bank may be funded in two ways:

(a) By royalties: in accordance with Article 6, the royalties owed to the Partner in respect of sales made on the Partner Shop are automatically credited to the Piggy Bank, after deduction of the transaction fees referred to in Article 7.3.

(b) By advance payment: the Partner may deposit an advance payment to its Piggy Bank by credit card or bank transfer, for future purchases of Products from DAGOBA. This advance payment constitutes a prepayment subject to VAT at the rate applicable to the Products, in accordance with article 269, 2-a du Code général des impôts. In the event of a subsequent refund of all or part of this advance payment to the Partner, DAGOBA shall issue a corresponding credit note.

7.3 Transaction fees

Transaction fees are applied to the royalties credited to the Piggy Bank. The rate and method of calculation of these fees are described in the Partner Shop's Dashboard. DAGOBA reserves the right to modify these fees subject to thirty (30) days' prior notice to the Partner via the Platform.

7.4 Use of the Piggy Bank

The Partner may use the available balance of its Piggy Bank in the following ways:

(a) Issuance of discount coupons and gift cards: the Partner may generate, for an amount of its choice up to the available balance, discount codes or gift cards redeemable exclusively on its Partner Shop. These coupons and gift cards constitute multi-purpose vouchers within the meaning of article 256 ter du Code général des impôts. VAT is chargeable upon the actual sale of Products made using the coupon or gift card, and not upon their issuance. The coupons and gift cards are valid for a period of twelve (12) months from issuance, unless a different period is indicated at the time of generation. After this period, they expire and the corresponding amount is not re-credited to the Piggy Bank. The coupons and gift cards are neither exchangeable nor refundable once issued.

(b) Direct purchase of Products from DAGOBA: the Partner may use all or part of its Piggy Bank balance to pay, in whole or in part, for the purchase of Products ordered directly from DAGOBA, on the Partner Shop or outside the Partner Shop directly from DAGOBA. Where applicable, an invoice shall be issued by DAGOBA in the Partner's name, showing the applicable VAT.

(c) Withdrawal by bank transfer: the Partner may request the transfer of all or part of its Piggy Bank balance to the bank account of its organization, subject to a minimum amount of ten (10) euros per transfer and the prior provision of a bank account identification document (RIB) in the name of the Partner's organization.

7.5 VAT treatment on withdrawals

The Piggy Bank balance is expressed in amounts inclusive of all taxes (TTC), including VAT in effect collected by DAGOBA on the sales that generated the royalties.

Upon a withdrawal by bank transfer:

(i) if the Partner has an intra-Community VAT number, the full tax-inclusive (TTC) amount is paid to it, and the Partner issues to DAGOBA (or DAGOBA issues on behalf of the Partner under a self-billing agreement) an invoice showing the VAT;

(ii) if the Partner does not have a VAT number, only the tax-exclusive (HT) portion of the requested amount is paid to it, the portion corresponding to VAT being retained by DAGOBA as collected VAT to be remitted to the tax authorities.

The methods set out in (a), (b) of Article 7.4 and the advance payments referred to in Article 7.2(b) are not subject to this retention, the full tax-inclusive (TTC) Piggy Bank amount being available for use.

7.6 Residual balance upon termination

In the event of termination of the subscription to the Services in accordance with Article 13, the remaining balance on the Piggy Bank shall be treated as a withdrawal by bank transfer under the conditions of Article 7.4(c) and 7.5, within the timeframe provided for in Article 13.

Article 8: Partner Obligations

8.1 General obligations

The Partner undertakes to use the Platform in accordance with these General Terms and more generally in compliance with all applicable legal provisions.

The Partner also undertakes not to compromise the security or integrity of the Platform.

8.2 Obligations relating to Communications

The Partner may, through the tools made available by DAGOBA in its Dashboard, distribute Communications.

The content of the Communications may be provided by DAGOBA (in which case the Partner has the ability to modify it), and/or is created independently by the Partner.

In this regard, it is specified that DAGOBA cannot under any circumstances be held liable for said Communications once their content has been modified by the Partner. The Partner therefore remains solely responsible for the content of the Communications it distributes.

The Partner thus undertakes to comply with all applicable laws and regulations, in particular by ensuring that it does not make available, distribute or provide access to information, data, documents, services or other elements that are unlawful, contrary to legal and/or regulatory provisions, or likely to infringe the rights of others or public order.

The Partner undertakes in particular not to distribute, publish or introduce information or documents that are unlawful and in particular contrary to public order, containing elements or content of a pornographic, defamatory or insulting nature within the meaning of the law, infringing on the privacy of private life, the protection of personal data, constituting counterfeiting or an infringement of a third party's property rights including intellectual property rights, constituting computer hacking, inciting violence or racial hatred, inciting the commission of a misdemeanor, a crime or an act of terrorism, or glorifying war crimes or crimes against humanity, or inciting suicide, or infringing the rights of third parties.

Generally, the Partner indemnifies DAGOBA against any dispute, claim or action by third parties in this regard.

8.3 Obligations relating to the promotion of the Partner Shop

DAGOBA handles the creation, hosting and operational management of the Partner Shop. In exchange for this investment and these recurring costs, the Partner must ensure the promotion of the Partner Shop to the target audience of the Partner Shop.

The Partner undertakes in particular to install and maintain a permanent and clearly visible internet link (typically in the header or footer) on its official website (if one exists) and on its Facebook and Instagram pages (if they exist), or on any other website or social network primarily used by the Partner to communicate with the target audience of the Partner Shop.

Article 9: DAGOBA's Obligations

9.1 Continuity of Services

DAGOBA undertakes to make every effort to ensure the continuity of the Services.

In this regard, DAGOBA undertakes to:

• provide the Services, directly or indirectly, with all the care of a diligent professional under a best-efforts obligation;

• act loyally towards the Partner and provide the Services in accordance with these General Terms; and

• allocate the human and material resources necessary for the provision of the Services.

DAGOBA shall not be held liable for errors or damages resulting from misuse of the Services by the Partner.

DAGOBA may modify or update the Platform and/or the Services. In the event of a substantial change or modification, DAGOBA shall inform the Partner with reasonable prior notice before such change takes effect.

DAGOBA may unilaterally decide to close the Partner Shop if it identifies use that is not in compliance with these General Terms, a breach of the Partner's obligations, or unfair use of the Partner Shop.

9.2 Assistance services

DAGOBA undertakes to provide Partners with support and assistance services in accordance with the terms described in Article 4.3 above.

Article 10: Intellectual Property

10.1 The Platform

The User acknowledges that DAGOBA is the sole holder of all intellectual property rights pertaining to the Platform and the Partner Shop (and in particular any content of the latter that is protected under the Code de la propriété intellectuelle, and more particularly by trademark law and copyright law).

The User agrees in this regard not to extract, display, reproduce or more generally infringe all or any part of the Platform and/or a Partner Shop.

10.2 Partner Content

DAGOBA shall not claim ownership of the Partner Content.

The Partner warrants that it holds the intellectual property rights pertaining to the Partner Content or the authorizations necessary for its use.

In this regard, in the context of the creation and management of the Partner Shop, the Partner grants to DAGOBA, on a non-exclusive basis, the right to reproduce and display the Partner Content on all media, worldwide, for the duration of its subscription to the Services.

The Partner warrants to DAGOBA the quiet and unencumbered enjoyment of the rights granted against all disturbances, claims, demands and evictions of any kind, including in particular against any action by a third party for counterfeiting or unfair competition or any other infringement of third-party rights.

In the event of a breach by the Partner of the provisions of this clause, DAGOBA may proceed to remove the disputed content, close its Partner Shop and terminate these General Terms under the conditions described below in Article 13.

Article 11: Personal Data

11.1 Data collected

In the context of these General Terms, DAGOBA may collect the following data:

• identification data: title, first name, last name, position, language and country, email address, postal address and telephone number;

• Partner payment data: the Partner's bank details for Piggy Bank withdrawals by bank transfer (DAGOBA specifies that all payment transactions by Customers on the Partner Shop and by the Partner in the Dashboard are encrypted and stored by the receiving bank, and not by DAGOBA);

• login data (such as the Partner's username and password) and browsing data;

• commercial data such as the User's preferences.

Certain data must be provided by the User to access certain features of the Platform, as they are data that DAGOBA requires in order to enable the User to access these features.

DAGOBA does not process any personal data that could be classified as "sensitive" (information concerning racial or ethnic origin, political, philosophical or religious opinions, trade union membership, health or sexual life) within the meaning of the Personal Data Regulations.

DAGOBA undertakes not to transfer personal data to third parties except as listed below in Article 11.5.

11.2 Cookies

DAGOBA uses cookies and other similar technologies to facilitate the User's navigation on the Platform by adapting it to the User's device or browser.

Cookies enable the collection of several types of data:

• usage data that enables DAGOBA to analyze how Users use the Platform;

• technical data: IP address, browser, location and time zone, browser extensions, operating system, device used for the connection; and

• information on the Users' visits to the Platform, including URLs and the Users' navigation path thereon, page response times, download errors.

11.3 Purposes of processing

The personal data listed in Articles 11.1 and 11.2 may be processed for the following purposes:

• Management of the subscription to the Services: data processing is necessary in particular for the proper functioning of the Services, the creation and management of the Partner Shop, the processing of related payments, access to the support and assistance service;

• Improvement of the Services offered by DAGOBA: DAGOBA may process browsing and subscription data of Users for analysis and statistical purposes in order to improve their usability and quality; and

• Marketing: in the context of subscribing to the DAGOBA newsletter, the latter processes the Users' data in order to send them targeted information by email.

Processing for marketing purposes requires the User's consent, which may be revoked at any time.

11.4 Legal bases

The processing of Users' personal data may have several legal bases depending on the circumstances.

When a User subscribes to the Services through the Platform, DAGOBA collects and processes its personal data in order to provide the Services.

DAGOBA also relies on other legal bases such as the legitimate interests of the User.

DAGOBA takes particular care to respect the importance given to consent under the Personal Data Regulations.

11.5 Data recipients

In the context of the use of the Platform, DAGOBA may share personal data with certain third parties listed below:

• financial institutions for the purpose of processing payments;

• fraud detection and prevention entities for the purpose of verifying the Partner's creditworthiness and identity;

• IT service providers for the security of bank data; and

• marketing and advertising service providers for the purpose of optimizing the User's experience on the Platform.

DAGOBA requires third-party recipients of Users' personal data to undertake to comply with the Personal Data Regulations.

The third parties listed above may only use the personal data transmitted in accordance with the instructions given by DAGOBA and not for their own use.

11.6 Data retention period

DAGOBA retains the Partner's data throughout the duration of the subscription to the Services and also for a period of ten (10) years where payments have been made, following the last payment to the Partner's Piggy Bank, in order to respond to any questions, complaints or to maintain all data necessary to meet legal, accounting or analytical requirements (article L.123-22 du Code du commerce).

DAGOBA may also retain your data for research or statistical analysis purposes; such data will then be anonymized.

In the context of a newsletter subscription, DAGOBA will no longer contact the User if the latter has not opened the newsletters for more than twelve (12) months.

DAGOBA may also retain the User's data for research or statistical analysis purposes. As such data is then anonymized, no retention period is imposed by the Regulations insofar as it is no longer possible to "re-identify" the User thereafter.

11.7 Rights of data subjects

In accordance with the Regulations, each User has the following rights over its personal data:

• Right of access to data: this right allows any User to receive a copy of the personal data that DAGOBA holds about them;

• Right to rectification: this right gives the User the ability to request the correction of inaccurate or incomplete personal data concerning them;

• Right to erasure: this right gives any User the ability to request the deletion of their personal data if one of the legal grounds is met:

• the personal data is no longer necessary for the purposes of the processing;

• the User has withdrawn consent on which the processing is based;

• the User has objected to the processing through the right to object;

• the processing of their personal data is unlawful; or

• their personal data must be erased to comply with a legal obligation.

• Right to restriction of processing; this restriction of processing may be applied when:

• the User contests the accuracy of their personal data;

• the User does not object to the erasure of their personal data in the context of unlawful processing but requires that it be restricted;

• their personal data is no longer used by DAGOBA's services but its retention is solely necessary for the establishment, exercise or defense of legal claims; or

• the User objects to DAGOBA using their personal data through the right to object.

• Right to data portability: the User may contact DAGOBA so that DAGOBA provides, to the User or directly to another data controller, their personal data in a structured, commonly used and machine-readable format;

• Right to object: the User may contact DAGOBA when:

• the processing is carried out for the performance of a task in the public interest or for the legitimate interests of DAGOBA; the User may then object only on grounds relating to their particular situation; or

• the processing is carried out for direct marketing purposes; the User may object at any time without needing to provide any explanation.

• Right to determine the fate of personal data after the User's death (the e-Testament): one of the specificities of French regulations is that it allows the User to issue directives concerning how DAGOBA will process their personal data after their death. In this regard, the User may choose to have them deleted or transmitted to one of their relatives.

Regardless of the purpose or legal basis under which DAGOBA processes the User's personal data, the User may therefore, at any time and at no cost, send DAGOBA an email to exercise their rights at the following address: contact@dagoba.app.

Or send a letter to the following address: 10 rue de Penthièvre, 75008 Paris.

DAGOBA is not always able to grant such requests for legal reasons which it shall bring to the User's attention, where applicable, after receiving the request.

The Partner may also modify its personal data from its Dashboard by logging in with its email address and password.

In any event, the User has the right to file a complaint with the CNIL.

11.8 Security

DAGOBA has appropriate security measures in place to prevent any loss, unauthorized use or access, modification or disclosure of personal data.

All personal data collected and processed by DAGOBA is stored on secure servers.

DAGOBA recommends that all Users connect only through secure networks and avoid connecting through public Wi-Fi networks.

11.9 Partner commitments

The Partner undertakes for its part to comply with the Personal Data Regulations for any collection and processing of such data that it carries out through the Partner Shop and more particularly through the Dashboard.

The Partner indemnifies DAGOBA against any disturbance, claim or action in this regard.

Article 12: Liability

Even in the event of a breach, fault or insufficient diligence by DAGOBA, and regardless of the basis on which its liability is sought, DAGOBA shall only be liable to the Partner under these General Terms for direct damages, to the exclusion of indirect damages such as loss of opportunity, loss of reputation, commercial loss, loss of profit or expected savings, loss of customers, loss of revenue or turnover, whether or not such damages were foreseeable in their nature or extent.

DAGOBA's liability may only be validly engaged if the Partner provides evidence of a fault by DAGOBA in the performance of its obligations, it being understood that the parties acknowledge that the fault of DAGOBA can only relate to the portion of the infrastructure that it manages and over which it exercises control.

DAGOBA provides the Services "as is" and "as available"; it is therefore not required to ensure the suitability of the Services for the Partner's needs.

DAGOBA does not guarantee the perfect operation of the Platform or the Partner Shops but shall use its best efforts to ensure the continuity of the Services.

DAGOBA also does not guarantee the absence of any error or defect during the use of the Platform. In the event of notification of an error or defect, DAGOBA undertakes, to the extent possible, to remedy it within a reasonable time.

Furthermore, DAGOBA reserves the right, by voluntary action, to make the Platform and/or the Partner Shops unavailable in order to carry out any update, improvement or maintenance operations.

Article 13: Termination of the Subscription to the Services

Any Partner may terminate its subscription to the Services at any time by contacting DAGOBA either by email or by telephone.

In such event, the remaining balance on the Partner's Piggy Bank, if any, shall be paid to the Partner within twenty-one (21) days following the notification of termination, subject to amounts corresponding to orders not yet delivered or still subject to cancellation and refund to Customers.

DAGOBA may refuse to provide the Services or terminate the subscription to the Services and suspend the Partner Shop at any time with 48 hours' prior notice. Termination of the subscription to the Services by DAGOBA shall not give rise to any compensation to the Partner.

Any breach of these General Terms may result in the unilateral termination without prior notice of the subscription to the Services by DAGOBA as well as the immediate suspension of the relevant Partner Shop.

Article 14: Data Restitution

Upon termination of the subscription to the Services, DAGOBA shall revoke the Partner's access to its Dashboard and undertakes to return to the Partner, at the rate in effect at the time of the reversibility notification, upon the first request made by the Partner by registered letter with acknowledgment of receipt within a maximum period of three (3) months from the termination, all data belonging to the Partner in the form of CSV files. Upon expiry of this three (3) month period, no document or data may be transmitted to the Partner.

DAGOBA undertakes to retain a copy of the data returned to the Partner only for backup purposes and not to use it for any other reason whatsoever.

The Partner shall actively cooperate with DAGOBA in order to facilitate the retrieval of its data.

Article 15: Governing Law and Jurisdiction

These General Terms are governed by French law.

In the event of a dispute relating to the validity, interpretation or performance of these Terms, and after the failure of an attempt at amicable resolution to which the parties commit, the parties shall submit the matter to the competent courts of Paris.