Terms and Conditions of Use and Sale

TERMS AND CONDITIONS OF USE AND SALE

START ON LIVE

These General Terms and Conditions (hereinafter the "Terms" or "CGUV") define the legal framework governing the use of the website available at https://www.startonlive.com, as well as any network of websites and software applications (collectively, the "Platform") operated by BABALIVE (together with its affiliated companies, "BABALIVE") by any user browsing, accessing, or using the Platform and its services. BABALIVE is the sole owner of the Start On Live platform, including all source code, technical architecture, graphic elements, trademarks, trade names, and related assets. As such, BABALIVE holds full intellectual property ownership and exclusive commercial exploitation rights over the Platform and all its derivatives. The Terms also define the legal relationship between BABALIVE and any user. BABALIVE and the user are hereinafter referred to jointly as the "Parties" and individually as a "Party." When using BABALIVE's services, the user is subject to all guidelines, rules, and policies issued by BABALIVE that are published on the services, made available to the user, or disclosed to the user in connection with specific features or functionalities. All such guidelines and policies are incorporated into these Terms by reference. By using the Platform and its services, the user unconditionally agrees to these Terms. The user hereby represents and acknowledges having read, understood, and accepted—without limitation or reservation—the provisions of these Terms. The user understands that they are entering into a legally binding agreement with BABALIVE. At any time, if the user disagrees with any provision of the Terms, they must immediately cease all use of the Platform and the associated services. These Terms are available at all times through a direct link accessible within the Platform. BABALIVE may be contacted using the contact form available on the Platform or by email at contact@startonlive.com.

1.Definitions

For the purposes of these Terms, the following words and expressions, when beginning with a capital letter, shall have the meanings set forth below: "User": means any individual who has created an Account and uses the Platform or any part of the Services offered through it. "Services": means all features, functionalities, tools, uses, information, partner and/or promotional offers, and any other services accessible to Users through the Platform, as defined in Article 4 below. "Account": means the User's personal space accessible on the Platform, allowing Users to access all Services offered by BABALIVE. "Streamer": means any User acting as a merchant who publishes and sells their Products and any Content on the Platform through their Shopping Page. "Viewer": means any User acting as a consumer who wishes to purchase Products sold by Streamers during Live sessions or published on Shopping Pages, and access any other Content available on the Platform. "Product(s)": means any product, item, or good that may be offered by a Streamer during a live session or on their Shopping Page. "Live": means a live stream shopping session using images, videos, and an interactive chat, managed by Streamers and offered to Viewers. "Content": means any element, text, graphic, image, video, or any other item that can be uploaded and shared by a Streamer through the Platform. "Subscriptions": means the subscription by any User to additional features, under various subscription plans as defined in Article 4. "Order": means any purchase made by a Viewer to buy a Product offered by a Streamer, or to subscribe to a Subscription plan. "Platform": means the website and/or application operated by BABALIVE and containing all created content, including but not limited to: graphics, frames, banners, flash and video animations, source code, HTML code, and programming. "Intellectual Property Rights": means all intellectual property rights (copyright and all related rights) and industrial property rights (trademark, design, model, and patent rights) as defined by applicable legislation and international treaties. "Personal Data": means personal data within the meaning of EU Regulation No. 2016/679 on the protection of personal data, collected, transmitted, or processed by BABALIVE, allowing the identification or potential identification of any natural person.

2.Disclaimer

2.1BABALIVE is solely a technology service provider enabling merchants to share and sell products to buyers. As such, BABALIVE does not intervene in the conclusion of any contract between Users. Therefore, BABALIVE is not a party to any agreement entered into between Users.

BABALIVE acts as a transparent intermediary. The sole role of a transparent intermediary is to list merchants on the Platform so that they may distribute their products to buyers. Accordingly, BABALIVE cannot be held liable for any dispute arising from transactions between Users, and Users agree to indemnify and hold BABALIVE harmless from any costs, expenses, judgments, damages, fees, or other claims arising from their relationships with other Users.

2.2By using the Services or creating an Account, Users expressly acknowledge that they have the legal capacity to enter into contracts. When using the Services or opening an Account on behalf of a company, entity, or organization, the User represents and warrants that they: (i) are an authorized representative of such subscribing entity with the power to bind that entity to these Terms and to grant the licenses set forth herein; and (ii) accept these Terms on behalf of that subscribing entity.

2.3The Platform may contain hyperlinks to features or third-party websites or applications. Images and comments displayed on the Platform may also include links to third-party websites or applications. The Platform includes third-party content that BABALIVE does not control, manage, or endorse. Similarly, any correspondence or commercial transactions with third parties found through the Platform are solely between the User and such third parties.

2.4BABALIVE disclaims all liability for content published on the Platform. Pursuant to French Law No. 2004-575 of June 21, 2004, BABALIVE is not subject to a general obligation to monitor the information it transmits or stores, nor a general obligation to investigate facts or circumstances indicating unlawful activities.

However, upon a targeted and temporary request from a judicial authority, or upon notification of an infringement of Intellectual Property Rights, or of any unlawful content—such as advocacy of crimes against humanity, incitement to commit acts of terrorism or the glorification thereof, incitement to racial hatred, hatred against individuals based on sex, sexual orientation, gender identity, or disability, as well as child pornography, incitement to violence including sexual or gender-based violence, and violations of human dignity—BABALIVE will promptly inform the competent public authorities and remove the content in question.

2.5The Services are not accessible to individuals under the age of 16. Users who are between 16 years old and the age of legal majority in their jurisdiction represent that they are emancipated minors or that they have obtained the consent of a parent or legal guardian to accept these Terms. Any use of the Services by a minor is therefore presumed to have been authorized by such parent or guardian. BABALIVE warns holders of parental authority that a wide variety of content is available on the Internet, some of which may be sensitive or inappropriate for minors.

2.6The Services are also not accessible to Users who have previously been removed from the Platform or Services by BABALIVE, or to anyone prohibited from receiving such Services under applicable laws in the relevant jurisdiction.

2.7The Platform and its Services are accessible to anyone with an Internet connection. All costs related to accessing the Platform—including hardware, software, and Internet access costs—are solely the responsibility of the User.

By downloading, installing, or otherwise using the Services, the User acknowledges that they are authorized to use the Services in accordance with the conditions described above.

3.Amendments to the Terms

BABALIVE may modify any provision of these Terms at any time by publishing the amended Terms on the Platform. Any modification shall take effect on the date it is published. Continued use of the Services by the User after the effective date of the revised Terms constitutes acceptance of the updated Terms. The latest version of the Terms made available on the Platform shall prevail over any other version of these Terms.

4.Services Available on BABALIVE

The BABALIVE Platform is a live-shopping marketplace that connects Streamers with Viewers and, more generally, with all Users. Each Streamer may sell Products through a Live session and directly populate their personal Shopping Page with Products that may be offered for sale, as well as any Content. Live-shopping enables consumers to enjoy a more personal, interactive, and engaging shopping experience through the use of images, videos, interactive games, and/or live events. Registration on the Platform allows Users to access the Services listed below, which are available on the Platform. These features enable Viewers, without limitation, to: All Content and Products offered through the Platform are created, managed, and supplied by the Streamers themselves. Each Streamer controls their own Content, which may be modified at their discretion. Consequently, BABALIVE cannot guarantee the continued availability of any Content or Product on a given Shopping Page, and BABALIVE shall not be held liable for the removal or deactivation of any elements displayed on such Shopping Page. BABALIVE reserves the right to develop any features it deems useful, in any form and using any functionalities or technical means it considers most appropriate for providing the Services. BABALIVE further reserves the right to make any modifications or improvements to the Services, provided that such changes do not result in a degradation of quality or a substantial alteration of the Services' functionalities. BABALIVE will soon offer Viewers several Subscription plans enabling them to access additional Services.

• Create an Account;
• View and/or modify their Account on the Platform;
• Access Lives hosted by Streamers;
• Access a live chat with Streamers;
• Access the Streamers' Shopping Pages;
• Place an Order for Products;
• Subscribe to additional features through a Subscription plan.

5.Registration – Account

Browsing the Platform is entirely free and does not require any registration. However, in order to access all of the Platform's features, the User must create an Account. To open an Account and register, the User will be asked to provide BABALIVE with certain information, such as a username or account identifier, an email address, a phone number, and a password. These login credentials are non-transferable and strictly reserved for personal use. The User is solely responsible for maintaining the confidentiality of their Account, their password, and for restricting access to their device. If the User allows other individuals to use their Account credentials, the User is fully responsible for any use of the Account by third parties and for all activities carried out under their username or password. The User agrees to provide BABALIVE, at registration and at any other time, with information that is true, accurate, current, and complete, and to update such information regularly—either through their Account or by notifying BABALIVE—to ensure its relevance and accuracy throughout their use of the Platform. BABALIVE reserves the discretionary right to refuse the registration of any User whose information appears to be inaccurate, incomplete, misleading, or fraudulent. In any event, BABALIVE shall not be liable for any inaccuracies in the information provided by the User. Consequently, the User assumes full responsibility for such data and information. Unless expressly authorized in writing by BABALIVE, the User may not sell, rent, share, or otherwise provide access to their Account to any third party, including by charging anyone for access to administrative rights associated with the Account. BABALIVE reserves all legal rights and remedies available to prevent unauthorized use of the Services, including but not limited to technological barriers, IP mapping, and, in serious cases, direct contact with the Internet Service Provider (ISP) regarding such unauthorized use. In the event of non-compliance with these Terms, BABALIVE reserves the right to modify, suspend, or terminate access to the Platform at any time, without notice and without liability to the User.

6.Payment Terms

The prices displayed on the Platform for Viewers are indicated in euros, inclusive of all taxes for consumers and exclusive of taxes for professionals. It is expressly specified that certain overseas territories and departments may be subject to specific legislation due to their geographical location. The total amount of the Order is indicated in the Order summary before the Viewer confirms the Order, enters and validates their payment details, and, where applicable, their billing information, and proceeds with payment. When creating their Account, the User must enter their payment details. BABALIVE is not a financial institution. All payment intermediation services, third-party collection services, and payment account management services are provided by Stripe Payments Europe, Ltd., an authorized payment service provider within the European Economic Area. BABALIVE therefore invites Users to review Stripe's general terms and conditions, available at www.stripe.com. Transactions carried out through the Platform are secured by SSL encryption, thereby strengthening all scrambling and encryption processes to optimize the protection of all Personal Data related to this payment method. Banking information is transmitted directly to the secure payment provider. BABALIVE never has access to any confidential information related to the payment method used. By submitting an Order through the Services, the Viewer represents and warrants that they are authorized to use the designated Payment method and authorizes BABALIVE or the Streamer, or their designated payment provider, to charge the specified Payment method for the amount of the purchase, including all taxes and fees. The Streamer may suspend or cancel any Order in the event of non-payment or partial payment of any amount owed by the Viewer. BABALIVE reserves the right to suspend or terminate any Subscription in the event of non-payment or partial payment of amounts due. In all cases, BABALIVE reserves the right to suspend or cancel any Order or Subscription in the event of fraud or attempted fraud relating to the use of the Platform for payment of an Order.

7.No Right of Withdrawal

In accordance with Article L.121-21-8 of the French Consumer Code, which provides that "the right of withdrawal cannot be exercised for contracts: [...] 13. The supply of digital content not provided on a physical medium, the performance of which has begun after the consumer's prior express consent and express waiver of the right of withdrawal," the User expressly acknowledges and agrees that the provision of the Services begins immediately after the Order is confirmed. The User may exercise the right of withdrawal only to the extent permitted by law. Streamers and wholesalers (sellers) must inform Viewers and Streamers (buyers) of the existence or absence of such right before the Order is finalized. The absence of a withdrawal right must apply exclusively to purchases for which such exclusion is authorized by law or expressly agreed upon between the seller and the buyer. Requests for withdrawal, cancellation, or refund shall be handled directly between the seller and the buyer. Any dispute arising therefrom shall be the sole responsibility of the seller. Accordingly, BABALIVE cannot be held liable for any dispute arising from withdrawal, cancellation, or refund requests.

8.Streamers – Sales Conditions

8.1Definition and Access to Services

A Streamer is the merchant operating on the BABALIVE Platform. As a merchant, the Streamer may access the following Services, without limitation: By choosing Wholesaler Mode, the Streamer acknowledges and agrees that they will no longer be visible to Viewers or other wholesalers, but only to Streamers, who are the only users authorized to purchase from wholesaler Streamers. The prices displayed by a wholesaler Streamer are expressed in euros, excluding VAT. When purchasing from a wholesaler Streamer, the Streamer agrees to pay the applicable taxes directly to the wholesaler Streamer when the latter issues the invoice.

• Create an Account;
• View and/or modify their Account on the Platform;
• Create and host a Live session with Viewers;
• Access live chat with Viewers;
• Share Content and sell Products through their Shopping Page;
• View or modify their Shopping Page;
• Activate the "Wholesaler Mode" (while retaining the status of Streamer).

8.2Fees Applicable to Streamers

When creating an Account, the Streamer will be presented with the fees that will be charged for the use of the Services relating to the creation and management of Lives (the "Transaction Fees"), as well as the fees applicable to the technical processing of payments made on the Platform (the "Technical Processing Fees").

8.2.1Transaction Fees

Transaction Fees apply to the total amount of sales completed by the Streamer through the Platform, whether the sales are made during a Live session or outside a Live session. The applicable rates are as follows:

• 10% (excluding VAT) for Streamers using the standard mode;
• 7% (excluding VAT) for Streamers using Wholesaler Mode.

8.2.2Technical Processing Fees

In addition, each sale completed through the Platform triggers a technical processing fee of 1% (excluding VAT) of the transaction amount. This fee covers the costs related to:

• Managing and securing payments made on the Platform;
• User identity verification (KYC) and compliance with applicable financial regulations (including PSD2 and AML/CFT requirements);
• Technical management of fund flows and the automatic payment transfers to Streamers.

8.2.3– Fee Collection Procedures

The Transaction Fees and the Technical Processing Fees are automatically deducted from the amount of each sale before the remaining balance is transferred to the Streamer. By creating an Account, the Streamer expressly acknowledges and agrees to: To receive the funds corresponding to the payout owed to them, the Streamer must open a payment account with the payment service provider Stripe by accepting the Stripe Connected Account Agreement during the registration process available on the Platform. Payment processing, fund transfers, and payouts are handled by Stripe Payments Europe, Ltd., an Irish company authorized as an electronic money institution by the Central Bank of Ireland under registration number C187865, and permitted to operate throughout the European Economic Area. Payments made on the Platform are collected by Stripe and then transferred to the Streamer's payment account maintained by Stripe. After deduction of the applicable fees in accordance with these Terms, the net balance is paid out to the Streamer in accordance with Stripe's standard processing times, generally within seven (7) business days from the confirmation of the transaction. Any claims relating to the provision of payment services must be addressed directly to Stripe, in accordance with the procedures described in the Stripe Connected Account Agreement and available at www.stripe.com. The Streamer acknowledges having read Stripe's general terms and agrees to comply with all legal obligations imposed by the provider, including those relating to identity verification (KYC), fraud prevention, and anti–money laundering and counter-terrorist financing (AML/CFT).

• The fee structure described above; and
• The automatic deduction of such fees for each transaction carried out on the Platform.

8.3Order Management and Product Delivery

The management of Orders and the delivery of Products offered by the Streamer are the sole responsibility of the Streamer, who acknowledges being fully responsible for their Products. The Streamer is responsible for shipping the purchased Product to the Viewer or Streamer as soon as reasonably possible after the viewer or streamer accepts the offer of sale. The Streamer is solely responsible for delivering a Product that conforms to its description and, in case of dispute, must prove by any means that the Product was shipped (tracking number, proof of shipment, messages exchanged via the Platform's messaging system, etc.). The Streamer is informed that BABALIVE cannot be held liable for the quality, quantity, or any other aspect of the creation or delivery of the Streamer's Products. Likewise, the Streamer and the Viewer are solely responsible for arranging any return conditions for the Product prior to the start of the transaction. As a merchant, the Streamer consents to the disclosure of their information to any Viewer. The Streamer lists the Products they choose on their Shopping Page and undertakes to provide a description of the Products that accurately reflects their condition and nature.

8.4Streamer Responsibility for Content and Products

The Streamer declares and acknowledges that they are solely responsible for all Content shared on their Shopping Page or during any Live session, as well as for any Product they send to a Viewer or another Streamer. Accordingly, the Streamer assumes full responsibility for the publication of any unlawful Content or Content that violates these Terms, as well as for the sale of any unlawful, counterfeit, or otherwise non-compliant Product. BABALIVE reserves the discretionary right to refuse registration or to delete a Streamer's Account in the event of non-compliance with these provisions. BABALIVE, at its sole discretion, reserves the right to reject any data (including but not limited to recordings, images, and/or illustrations) submitted by the Streamer. The Streamer releases BABALIVE, its subcontractors, and its suppliers from all liability and agrees to indemnify and hold them harmless from any claim or legal action related to their Content or Product brought by any third party. The Streamer shall bear all damages, costs, and expenses for which they may be held liable, without prejudice to any damages BABALIVE, its subcontractors, or its suppliers may seek as a result of such actions.

9.Liability

It is expressly specified that the Platform is solely a platform facilitating connections between merchants and buyers. As a result, all matters relating to sales relationships, including the terms and conditions of sale between the Parties, fall outside the responsibility of BABALIVE and are the sole responsibility of the Streamer. Any dispute, of any nature whatsoever, arising from the relationship between a wholesaler Streamer and a Streamer, or between a Streamer and a Viewer, is under no circumstances the responsibility of BABALIVE, and BABALIVE remains entirely separate from the management of such disputes. Likewise, BABALIVE shall not be held liable for any act or omission occurring between the Parties during or after a Live session on the Platform. If the User interacts with the Services as a Viewer or Streamer during a Live session, the purchase of Products is not controlled by BABALIVE but by the Streamer or wholesaler Streamer hosting the Live. If the User encounters any issues or has questions regarding the Live, the Products sold during the Live, or any Product purchased during the Live, the User must contact the Streamer or wholesaler Streamer who hosted the Live. Without limiting the generality of the warranty disclaimers set forth elsewhere in these Terms, BABALIVE and/or its representatives shall not be liable for any loss or damage, monetary or otherwise, arising from the User's interaction with a Streamer or from the User's purchase of Products from a Streamer, and BABALIVE disclaims all liability in this regard. BABALIVE specifies that it shall in no event be held liable for direct or indirect losses or damages—monetary or otherwise—resulting from an error or failure in sales conducted during a Live session. Likewise, any request for a refund or return of a Product following a sale shall be handled solely between the Viewer and the Streamer, or between the Streamer and the wholesaler Streamer, without any involvement from BABALIVE.

10.Prohibited Conduct

10.1General Obligations of the User

The User agrees, for the entire duration of their use of the Platform, to comply with all applicable laws and regulations and to refrain from infringing the rights of third parties or public order. The User is solely responsible for the information transmitted to BABALIVE through the Platform. As such, BABALIVE shall in no event be held liable. When using the Platform, the User agrees not to: Defame, abuse, harass, stalk, threaten, or otherwise violate the rights of others (including rights of privacy and publicity); Upload to BABALIVE's servers, publish, email, transmit, or otherwise make available any material of any kind (whether digital, written, or otherwise); Impersonate any person or entity, falsify or remove copyright notices, legal notices, property rights notices, or labels indicating the origin or source of the Services or any other element of the Platform; Remove copyright, trademark, or other proprietary notices from the Platform and/or its Services and/or any related elements; Partially or fully prevent another User from accessing or using the Platform and benefiting from the Services; Use the Platform for illegal or prohibited purposes, or in a manner that may disturb public order or offend public morals; Sell, copy, reproduce, rent, lend, distribute, transfer, or sublicense any part of the Platform's Content, or decompile, reverse engineer, disassemble, modify, or display it in human-readable form, attempt to discover any source code, or use any software enabling or including any part of the Platform; Interfere with or disrupt the Platform or the servers or networks connected to it, or violate the requirements, procedures, rules, or regulations of the networks involved; Use any robot, spider, or other device to retrieve or index any part of the Platform, or to collect information about Users for unauthorized purposes; Create accounts automatically or for inappropriate or fraudulent purposes; Promote or provide instructions for illegal activities, or promote physical or moral violence against any individual or group; Promote any religion or religious activity; Offer commercial promotions or preferential pricing for any other company or service; Transmit viruses, worms, defects, Trojan horses, or anything of a destructive nature, or anything that may steal or reveal another User's data; Transmit any false information to BABALIVE; Engage in any conduct on the Platform that: (i) may cause harassment of third parties or incite third parties to engage in harassment; (ii) incites hatred, discrimination, racism, fanaticism, or physical violence against individuals or groups; (iii) solicits funds to finance illegal activities; (iv) depicts or advocates illegal activities or defamatory behavior; (v) promotes or encourages criminal activities, or provides guidance or instructions on how to promote illegal activities, privacy violations, or the dissemination or creation of computer viruses.

10.2Streamer Obligations – "Live Use Policy"

As a Streamer, when using the Live creation and management Services, the Streamer acknowledges and agrees that their Live sessions must comply with the prohibitions described in this section, which may be referred to as the "Live Use Policy." In particular, Live sessions must not involve, and Products sold during Live sessions must not relate to, the following activities or industries: The sale of narcotics, drugs, prescription medications, research chemicals, controlled substances, or drug paraphernalia; The sale of stolen or counterfeit goods, whether physical or virtual; The sale of any item, physical or virtual, that infringes or violates any intellectual property right, including but not limited to copyrights, trademarks, trade secrets, or patents, or any item (including any software or hardware) that facilitates such infringement; The sale of ammunition, firearms, explosives (including fireworks), firearm parts, or any other weapons regulated under applicable law; The sale of any product that encourages racial hatred, violence, or intolerance; The sale of any product that encourages, promotes, facilitates, or instructs others to engage in illegal activities; The sale of any personal information (including but not limited to financial information) of any third party; The sale or rental of pornographic or adult content; Gambling or related activities, or any products associated with them; Any pyramid scheme, Ponzi scheme, or other "get-rich-quick" system, or certain multi-level marketing programs; The sale or rental of any software, software service, or hardware containing malware, viruses, Trojan horses, worms, or any malicious or non-malicious code, files, or programs intended to disrupt, damage, limit, or interfere with the proper functioning of any software, hardware, or telecommunications equipment; Any activity or product that violates applicable law. This list is not exhaustive and may be updated.

10.3Sanctions and Limitations of Liability

BABALIVE and its representatives shall not be held liable for any damages, monetary or otherwise, suffered by the User or any third party resulting from the User's failure to comply with these Terms and/or the Live Use Policy, and disclaim all liability in this regard. If the User fails to comply with any provision of this Agreement, BABALIVE reserves the right to: Suspend, delete, or prevent the User's access to the Services—whether the User is the perpetrator or an accomplice—without notice; Immediately terminate any Live session during which a violation occurs, without notice; Remove any Content or Product related to the violation, in whole or in part; Take any appropriate action and initiate any legal proceedings; If necessary, notify competent authorities, cooperate with them, and provide any information useful for investigating and prosecuting illegal or unlawful activities.

11.Intellectual Property

a. BABALIVE's Intellectual Property Rights BABALIVE is the exclusive owner of all Intellectual Property Rights relating to the Platform, including but not limited to all texts, brand logos, slogans, comments, works, illustrations, custom graphics, button icons, scripts, videos, and images—whether visual or audio—reproduced on the Platform, as well as its databases, of which it is the producer, excluding Content published directly by the Streamer. All such intellectual creations are protected worldwide under copyright law, trademark law, patent law, sui generis database rights, and image rights. Accordingly, and in accordance with the provisions of the French Intellectual Property Code, only private use of the Platform is authorized, subject to more restrictive provisions of said Code. These intellectual creations may not be used, in whole or in part, in connection with any Product or Service in a manner likely to cause confusion among the public or in any manner that disparages or discredits BABALIVE. Any use of such intellectual creations must be done with BABALIVE's authorization. All other trademarks referenced within the Services are the property of their respective owners. Any reference to products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by BABALIVE, nor any form of affiliation. BABALIVE grants the User a non-exclusive license to use the Platform. This license is strictly personal and may not, under any circumstances, be assigned or transferred to a third party. The license is granted for the duration of the User's use of the Platform. Any other use constitutes infringement and may be prosecuted under Intellectual Property laws, unless expressly authorized in advance by BABALIVE. Any form of copying, extraction, or reproduction—whether total or partial—of the database produced and operated by BABALIVE on the Platform is strictly prohibited without BABALIVE's prior written consent. No title or right to any element or software shall be obtained as a result of downloading or copying elements from the Platform. The User is expressly prohibited from reproducing (other than for personal and non-commercial use), publishing, editing, transmitting, distributing, displaying, removing, deleting, adding to, modifying, or creating derivative works based on the Platform, its elements, or any related software, as well as from selling or participating in any sale related to the Platform. b. User Content, Including Live Content Any Viewer may use the Services to create and submit text-based content, including but not limited to chats, which may be visible to the Streamer, to other Viewers, or to third parties in various ways. Any Streamer creating Live sessions may upload certain types of files, including but not limited to text, photographs, graphics, videos, audio, or any other type of media or Content, as well as other interactive features generated, provided, or made available on or through the Live session, in any form, whether live or pre-recorded. All of the foregoing is considered "User Content." By creating, submitting, and/or uploading User Content, the User agrees to be bound by BABALIVE's User Content Policy as described in this section (the "User Content Policy"). When the User submits User Content or displays User Content during a Live session, the User acknowledges and agrees that: The User Content submitted or displayed does not violate any Intellectual Property Right or other proprietary right of any third party. Without limiting the generality of the foregoing, the User acknowledges that all submitted or displayed User Content is either an original work created by the User or a work for which the User has obtained a valid license for reproduction or display. The User represents, warrants, and affirms that: (1) the User owns or has obtained all licenses, rights, consents, and permissions necessary to use and to authorize BABALIVE to use all Intellectual Property Rights and proprietary rights in the User Content (or its constituent elements) as contemplated herein; and (2) the User has obtained all necessary consents to collect, use, and disclose any personal information and images (of Users or third parties) contained or displayed in the User Content so as to allow the inclusion and use of the User Content as contemplated by the Services and these Terms; The User retains ownership of all rights in the User Content they submit or display. However, by submitting User Content to BABALIVE, the User hereby grants BABALIVE a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, edit, translate, reproduce, distribute, display, perform, and fully exploit the User Content in connection with the Services and/or BABALIVE's business activities (and those of its successors and affiliates), including but not limited to promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels, without any compensation to the User. The User acknowledges and agrees that BABALIVE may retain—but not display or distribute—server copies of User Content that has been removed or deleted; The User hereby waives any moral rights they may have in their User Content and grants other Users of the Services a non-exclusive license to access their User Content and to use, reproduce, distribute, display, and/or perform such User Content as permitted by the features of the Services and these Terms; The User will not upload or display any illegal User Content, including content that is threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of another person's privacy, or otherwise tortious. Additionally, the User will not upload or display racist, sexist, homophobic, or otherwise offensive content targeting a minority or group, nor any adult or political militant content, nor any content containing viruses, mass messaging, chain letters, or any other form of spam; The User will not include in the User Content any links to third-party websites that are spam or phishing sites, or any websites that may violate applicable laws. When the User accesses or downloads User Content, they acknowledge that any use of such User Content obtained through the Services is done at their own risk, and the User shall be solely responsible for any damage or loss suffered by the User or any third party arising therefrom. BABALIVE disclaims all liability in this regard.

c. Notice of Violation If any person believes that a User has posted User Content that violates these Terms or any copyright (the "Complainant"), the Complainant must contact BABALIVE at contact@babalive.com so that BABALIVE may conduct an investigation. BABALIVE retains full discretion to remove or modify any User Content or to take any other action in response to a complaint. BABALIVE reserves the right, at its sole discretion, to refuse to display any User Content, or to immediately remove or modify any User Content without notice if such User Content violates the Terms and/or the User Content Policy. If BABALIVE becomes aware of a violation of the Terms and/or the User Content Policy, BABALIVE reserves the right to remove any Content or Product, or delete any Account, immediately and without notice. BABALIVE and its representatives shall not be liable for any damages, monetary or otherwise, caused to the User or to any third party resulting from the submission or use of User Content—whether or not it violates the User Content Policy—the removal or modification of such User Content by BABALIVE, or any cancellation of a Live session. BABALIVE disclaims all liability in this regard.

12.Termination

The User may unsubscribe from the Platform at any time by submitting a request to BABALIVE, exclusively by electronic means. In the event the User fails to comply with these Terms, BABALIVE reserves the right, without notice and at its sole discretion, to suspend or terminate the User's access to the Services, with immediate effect, if the User breaches any provision of these Terms or accesses the Services in violation of any law, rule, or regulation applicable to BABALIVE. Termination automatically results in the deletion of the Account without prior notice. Termination of the Services, for any reason whatsoever, will result in the deletion of the Account, which will no longer be accessible to the User. To the fullest extent permitted by applicable law, the User's sole remedy in the event of dissatisfaction with: (i) BABALIVE's Services, (ii) any provision of these Terms, (iii) any policy or practice of BABALIVE in operating the Services, or (iv) any content or information transmitted through the Services, is to terminate their Account, cancel any Premium Subscription, and cease using all or part of the Services. Cancellation of a Premium Subscription shall take effect on the date of the next scheduled billing cycle.

13.Technical Provisions – Service Interruptions

The Services are accessible 24 hours a day, 7 days a week, subject to the provisions set forth below. BABALIVE does not guarantee error-free, uninterrupted, or secure provision of the Services offered through the Platform. BABALIVE is under no obligation to provide personalized assistance, including technical support. BABALIVE disclaims all express or implied warranties, including those regarding the quality or compatibility of the Platform with any particular use by the Users. BABALIVE does not guarantee any result or benefit arising from the use of the Platform. From time to time, the Services may be unavailable due to maintenance and/or modifications of the Services, as well as due to technical problems resulting from Internet connectivity or, more generally, any technical issue beyond BABALIVE's reasonable control. Although BABALIVE will make commercially reasonable efforts to minimize any such downtime, BABALIVE shall not be liable for any losses or damages, monetary or otherwise, resulting from interruptions to the normal operation of the Services, and expressly disclaims all liability in this regard.

14.Disputes

a. Indemnification To the fullest extent permitted by applicable law, the User agrees to indemnify, defend, and hold harmless BABALIVE, its affiliates, and each of their contractors, employees, officers, directors, agents, third-party suppliers, licensors, and partners (individually and collectively, the "BABALIVE Parties") from and against any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to: the User's access, use, or misuse of the Services; any User Content that the User posts, stores, or otherwise transmits through the Services; the User's violation of the rights of any third party; the User's violation of these Terms; or any breach of the representations, warranties, and covenants made by the User herein. The User agrees to promptly notify the BABALIVE Parties of any third-party claim. BABALIVE reserves the right, at the User's expense, to assume the exclusive defense and control of any matter for which the User is required to indemnify BABALIVE, and the User agrees to cooperate with BABALIVE in the defense of such claims. BABALIVE will make reasonable efforts to notify the User of any such claim, action, or proceeding as soon as it becomes aware of it.

b. Disclaimer of Warranties To the fullest extent permitted by applicable law: (a) the Services and all materials contained therein are provided on an "as is" and "as available" basis, without warranties of any kind, express or implied, unless expressly stated in writing by BABALIVE; (b) BABALIVE disclaims all other warranties, whether statutory, express, or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with respect to the Services, including any information, content, or materials contained therein; (c) BABALIVE does not represent or warrant that the content or materials within the Services are accurate, complete, reliable, current, or error-free; (d) BABALIVE is not responsible for typographical errors or omissions relating to text or photographs; and (e) although BABALIVE strives to provide a secure experience for Users, BABALIVE does not represent or warrant that the Services or the server(s) are free of viruses or other harmful components, and therefore the User must use industry-recognized software to detect and disinfect viruses from any download. No advice or information, whether oral or written, obtained by the User from BABALIVE or through the Services shall create any warranty not expressly stated herein.

c. Limitation of Liability To the fullest extent permitted by applicable law: (a) in no event shall BABALIVE or the BABALIVE Parties be liable for any direct, special, indirect, incidental, consequential, or any other damages of any kind—including, without limitation, loss of use, loss of profits, or loss of data—whether in an action based on contract, tort (including but not limited to negligence), or otherwise, arising out of or related in any way to the use of or inability to use the Services, the content, or the materials. This includes, without limitation, any damages caused by or resulting from reliance on any information obtained from BABALIVE, or resulting from errors, omissions, interruptions, deletions of files or emails, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communication failures, theft, destruction, or unauthorized access to BABALIVE's records, programs, or Services; and (b) in no event shall BABALIVE's total aggregate liability—whether based on contract, warranty, tort (including active, passive, or imputed negligence), product liability, strict liability, or any other legal theory—arising out of or relating to the use of or inability to use the Services exceed the amount paid by the User, if any, to access the Services during the twelve (12) months immediately preceding the date of the claim, or one hundred dollars (USD $100), whichever is greater. Where applicable law does not allow the limitation of liability described above, BABALIVE will limit its liability to the maximum extent permitted by law. These limitations of liability also apply to any damages incurred by the User arising from products or services sold or provided on third-party websites or otherwise by parties other than BABALIVE and received through the Services, advertised on the Services, or received through referenced websites.

15.Support

BABALIVE provides Users with a customer support service whose purpose is to answer questions the User may have regarding their Account and the Services. For any request for information, clarification, or for any complaint, the User must contact BABALIVE's customer support as a priority, so that BABALIVE may attempt to resolve the issue. The User may, without limitation, request information concerning: Their access to and use of the Services; Their Account and the modification of Account information; The Services used and related payments. Customer support is available through the following contact details: By email at contact@startonlive.com, By postal mail at: BABALIVE SAS – 12 rue de la Part Dieu. Customer support will use reasonable efforts to respond to inquiries within a reasonable timeframe.

16.Force Majeure

Any event beyond BABALIVE's control and against which BABALIVE could not reasonably protect itself constitutes a force majeure event and suspends the obligations of the Parties. Such events may include, without limitation: strikes, technical failures (EDF, ERDF, telecommunications operators, Internet service providers or hosting providers, etc.), energy outages (such as electricity), failure of the electronic communication network on which BABALIVE depends, and/or any substitute networks. BABALIVE shall not be held liable, nor considered to have breached its obligations under these Terms, for any non-performance resulting from a force majeure event as defined by French law and case law, provided that (i) BABALIVE notifies the other Party, and (ii) BABALIVE makes reasonable efforts to minimize the impact and resume performance of its obligations as soon as the force majeure event ends.

17.Entire Agreement

The provisions of these Terms constitute the entire agreement between the Users and BABALIVE. They supersede all prior and subsequent proposals, correspondence, and any other provisions appearing in documents exchanged between the Parties relating to the purpose of these Terms, except for any amendment duly signed by authorized representatives of both Parties.

18.No Waiver

The failure of either Party to require the performance of any provision of these Terms—whether permanently or temporarily—shall in no event be deemed a waiver of that Party's rights arising from said provision.

19.Severability

If one or more provisions of these Terms are held invalid or declared as such pursuant to any law, regulation, or final decision of a competent court, the remaining provisions shall remain in full force and effect. If applicable, BABALIVE agrees to promptly delete and replace the invalid provision with a legally valid one.

20.Governing Law – Jurisdiction

These Terms are governed by French law. In the event of any dispute arising out of the interpretation and/or performance of these Terms or in connection therewith, the Parties agree to use their best efforts to resolve such disputes amicably. All disputes, including those relating to the validity, performance, interpretation, and/or termination of these Terms, shall fall under the exclusive jurisdiction of the courts of Paris, unless otherwise required by mandatory procedural rules.

Privacy and Cookie Policy

This Privacy Policy (hereinafter the "Privacy Policy") defines the legal framework governing the collection, use, and processing by BABALIVE of personal data concerning Users browsing and/or using the Services offered by BABALIVE and accessible through the Platform. As the data controller, BABALIVE retains full control over personal data and determines the purpose, nature, scope, means, and duration of the processing of Users' personal data (hereinafter "Personal Data"). Providing the Personal Data collected under this Privacy Policy is mandatory and necessary for the processing and provision of the Services offered by BABALIVE through the Platform. Failure to provide such information prevents the proper functioning and delivery of the Services. BABALIVE is committed to complying with all applicable data protection regulations, including the obligations arising from European Regulation No. 2016/679 on the protection of personal data (the "GDPR"), as well as any other applicable regulations. BABALIVE collects Personal Data solely in accordance with the terms of this Privacy Policy and any lawful and reasonable instruction provided by the User at any time. The date displayed at the top of this page indicates the most recent update to this Policy. BABALIVE may update this Policy from time to time, and will do so at least once every 12 months. Users will be informed each time the Policy is updated. The most recent version will be made available on the Platform.

1.Collection of Personal Data

1.1General Collection

Throughout the User's use of the Platform, BABALIVE may collect Personal Data, meaning any information directly or indirectly identifying the User. By using the Platform for the first time, the User expressly consents to the processing of their Personal Data to the extent strictly necessary for the proper functioning of the Platform and the Services.

1.2Personal Data Collected Directly

Personal Data relating to Users may be collected directly when the User provides it to BABALIVE through forms, Account creation, contact requests, or reports of unlawful content.

1.3Personal Data Collected Automatically

BABALIVE (including its technical service providers) may also collect indirectly and automatically: Data related to the User's activity; Browsing data, including anonymized IP address, browser used, session duration, operating system, language, and pages viewed; Data related to the User's use of the Platform, including traffic data, number of notifications, number of visits, number of data refresh events, number of Platform launches, and any other communication data or resources used by the User when accessing the Platform.

1.4Children's Personal Data

The Services are not intended for children under the age of 16. BABALIVE does not knowingly collect Personal Data from children under 16. If BABALIVE becomes aware that it has inadvertently received Personal Data from a person under 16 through the Services, BABALIVE will delete such information from its records.

2.Use of Personal Data

BABALIVE uses, stores, and processes Personal Data for the purposes and on the legal bases set out below:

Table: Categories of Personal Data, Purposes, and Legal Bases

Additional Provisions Review and Analysis of Personal Data BABALIVE reserves the right to review, access, or analyze Personal Data—including communications exchanged between BABALIVE and Users through the Application—to comply with its legal obligations, including fraud prevention, risk assessment, regulatory compliance, and investigations. Sensitive Personal Data BABALIVE does not collect any sensitive Personal Data within the meaning of the GDPR unless the User voluntarily submits such data through the chat function during a Live Event or elsewhere on the Platform. Personal Data Collected from Third Parties BABALIVE may obtain Personal Data from third parties and use it to provide Services to Users only when Users have consented to the transfer of their Personal Data to those third parties.

3.Retention of Personal Data

Personal Data is retained only for the period necessary to fulfill the purpose for which BABALIVE holds such data, in order to meet Users' needs or to comply with its legal obligations. To determine the appropriate retention period for Personal Data, BABALIVE applies the following criteria:

Retention of Personal Data (continued) At the end of the retention periods mentioned above—and no later than six (6) months following the end of the User's use of the Services—Personal Data will be deleted, or BABALIVE will proceed with anonymizing such data. However, BABALIVE may retain certain Personal Data in separate storage systems in order to demonstrate, where necessary, the proper performance of its contractual or legal obligations. The Data thus retained will be limited strictly to what is necessary.

4.Users' Rights

Users have the right to access, rectify, modify, object to, port, and delete their Personal Data. These rights may be exercised by contacting BABALIVE at: contact@babalive.com, and by indicating the User's full name, home address, email address, phone number, and the purpose of the request. In this respect, the User has the following rights regarding their Personal Data held by BABALIVE, as well as other rights relating to privacy protection: Right to withdraw consent at any time to the processing of their Personal Data by BABALIVE; Right to erasure of Personal Data from BABALIVE's records; Right of access to the Personal Data collected and to any relevant information concerning its processing and use; Right to obtain a copy of the Personal Data collected, in an easily readable format, to transfer it to another data processor; Right to have Personal Data corrected, modified, or updated if it is inaccurate or outdated; Right to opt out of marketing communications sent by BABALIVE at any time; Right to know whether BABALIVE sells or shares Personal Data, and if so, to whom; Right to restrict processing of Personal Data if the data is inaccurate or if its processing or use is unlawful; Right to refuse targeted marketing or advertising conducted by BABALIVE. The right to data portability applies only to the Data provided by the User and is based on the User's prior consent. Upon request, BABALIVE agrees to transmit, within 30 days and in an open and readable format, any document containing the collection of Personal Data so the User may exercise the right to portability. Any costs associated with retrieving the Data are borne by the User making the request. Users also have the right to file a complaint with the relevant supervisory authority. Any complaints or requests relating to a service provided by a BABALIVE partner and accessible through the Platform must be addressed directly to BABALIVE in accordance with the procedures set out in this Article.

5.Sharing of Personal Data

5.1Disclosure to Authorities and Authorized Third Parties

BABALIVE may disclose Personal Data to administrative or judicial authorities, or to authorized third parties, if required or permitted by law, or if such disclosure is reasonably deemed necessary: (i) to comply with BABALIVE's legal obligations; (ii) to comply with judicial proceedings and respond to claims asserted against BABALIVE; (iii) to respond to verified requests within the framework of a legal investigation, alleged or suspected unlawful activity, or any other activity that may expose BABALIVE to legal liability.

5.2Subcontracting and International Transfers

Subject to the User's authorization, BABALIVE may subcontract all or part of the performance of the Services in compliance with applicable legal requirements. In this context, and only if the User has consented, BABALIVE may transfer Personal Data to third parties located outside the European Union. BABALIVE will ensure that these third parties provide an adequate level of protection in accordance with legal requirements on Personal Data protection. Any subcontractor is authorized to process Personal Data solely on behalf of BABALIVE, strictly for the purpose of fulfilling the Services, within the limits of the contractual conditions signed with BABALIVE, and in no case in violation of this Privacy Policy (e.g., hosting provider, technical service providers, business partners). In this respect, BABALIVE may share Personal Data with certain categories of third parties, which are identified in the table below.

5.3

BABALIVE may also share Personal Data: (1) with a parent company, subsidiaries, joint ventures, or other companies under common control with BABALIVE (in which case BABALIVE will require such entities to adhere to this Policy); (2) if BABALIVE merges with another entity, undergoes a corporate reorganization, or sells or transfers all or part of its business, assets, or shares (in which case BABALIVE will require the acquiring entity to assume BABALIVE's obligations under this Policy, or will inform Users that they are subject to a new privacy policy).

5.4

BABALIVE declares that it: Has provided written instructions regarding the processing of Personal Data by the subcontractor; Ensures, prior to and throughout the duration of the processing, that the subcontractor complies with the obligations set out in the European data protection regulation; Supervises the processing, including conducting audits and inspections of the subcontractor. BABALIVE undertakes to ensure that the subcontractor: Processes Personal Data solely for the specific purpose(s) covered by the subcontracting; Processes Personal Data strictly in accordance with BABALIVE's instructions; Guarantees the confidentiality of the Personal Data processed; Has received the necessary training in Personal Data protection; Incorporates, in its tools, products, applications, and services, the principles of privacy by design and privacy by default; Immediately informs BABALIVE if it believes that an instruction constitutes a violation of the European data protection regulation or any other provision of Union law or Member State law relating to Personal Data protection.

6.Cookies and Tracking Technologies

BABALIVE uses tracking technologies (cookies and related technologies such as tags, pixels, and web beacons) within the Services, and by interacting with the Services, the User agrees to their use. Cookies are small text files placed on the User's computer or device when visiting a website or using an online service, in order to track usage and improve the User experience by storing certain data on their device. More specifically, BABALIVE uses cookies and related technologies for the following purposes: To enable authentication and access to the Services; To ensure the proper functioning of Live sessions; To provide internal analytics and User analytics during Live sessions and on the Platform, and to conduct research aimed at improving the content of the Services using the analytics tools described in this Policy; To facilitate online advertising, as described in more detail below in this Policy; and To help identify potential fraudulent activity. The User's browser may be configured to refuse cookies or delete them after they have been stored. Users may refer to their browser's help section for detailed instructions. Below are links to instructions for the most commonly used browsers and operating systems: Google Chrome Mozilla Firefox Microsoft Edge Microsoft Internet Explorer Opera Apple Safari iOS Please note that deleting or blocking certain cookies may reduce the quality of the User experience by requiring them to re-enter certain information, including information necessary to use the Services. Additionally, deleting certain cookies may prevent certain functions—or the entire Service—from operating correctly.

7.Email Communications and Compliance with Anti-Spam Laws

BABALIVE uses HubSpot to manage its mailing list and distribute promotional emails, and Amazon SES to send emails related to various Service functions (HubSpot and Amazon SES collectively referred to as the "Email Service Providers"). Personal Data is transferred to the Email Service Providers in order to manage the mailing list and ensure proper delivery of emails. User contact information is used solely for email transmission; the Email Service Providers do not use such personal information for any other purpose, nor do they sell or transfer it to any other third party. The User may unsubscribe from BABALIVE's mailing list at any time by clicking the unsubscribe link included at the bottom of all BABALIVE emails. Other types of emails—such as transactional, relational, or Service-related communications—do not include an unsubscribe option, as they are necessary for the provision and use of the Services.

8.Advertising

BABALIVE currently uses certain advertising networks to deliver advertisements to Users. These include, but are not limited to, the networks listed in this section of the Policy. User consent is required for the use of these advertising features. When the User has consented to these interest-based advertising features, they may withdraw their consent through the following opt-out mechanisms: Google Advertising: by adjusting Google ad settings or using the WebChoices online opt-out tool; Facebook Custom Audiences: by adjusting advertising preference settings while logged into Facebook; LinkedIn Ads: by following LinkedIn's instructions or using the WebChoices online opt-out tool; Instagram Ads: by following Instagram's instructions.

9.Security

BABALIVE has implemented strict technical and organizational measures to ensure that, by default, only the Personal Data necessary for each specific processing purpose is processed. These measures are designed to prevent Personal Data from being lost, misused, or accessed without authorization. If BABALIVE becomes aware of a breach affecting Personal Data, such breach will be reported to the French supervisory authority (CNIL) within a period not exceeding seventy-two (72) hours after becoming aware of it. Any breach involving the processing of Personal Data will also be communicated by email to the affected User within one (1) month. BABALIVE uses only industry-best physical, electronic, and procedural safeguards to ensure the security of all data collected (including Personal Data). Additionally, BABALIVE relies on third-party hosting providers and partners to supply the hardware, software, networks, storage, and related technology necessary for the operation of the Services—each selected for their high standards of physical and electronic security. Finally, all information, including Personal Data, is transmitted using encryption through Secure Sockets Layer (SSL) or Transport Layer Security (TLS), both of which are strong security standards for online data transfer and transactions. Users may use their browser to verify the validity of BABALIVE's SSL security certificate.