GENERAL TERMS AND CONDITIONS OF USE

October 2021 Version

The company FranchiSpark, simplified jointstock company registered withing the Bordeaux Trade and Companies Register under number 900 648 262, with a share capital of 2.000 Euros and its headoffice located Rue Robert Caumont – Immeuble P 33300 BORDEAUX, (hereinafter « Company » ou « FranchiSpark »), is editor of the website www.franchispark.com (hereinafter « Website »). The present General Terms and Conditions of Use (hereinafter « General Terms and Conditions ») are applicable to all offers and services, proposed on the Website, as well as to a simple visit of the Website and its use.

The Company operates a Website offering an online marketplace dedicated to bringing together professionals from organized networks (franchise candidates, franchisors, employees, investors, service providers).

Any access and/or use of the Website implies full acceptance of and compliance with all the terms of these General Terms and Conditions.

The terms and expressions hereinafter referred to shall mean, when preceded by a capital letter, for the purpose of the interpretation and performance hereof:

« Franchise candidate » : natural or legal person registering on the Website in order to join an organized network (franchise, concession, affiliation). He is considered as a professional in the sense of the preliminary article of the French Consumer Code ;

« Content » : all remarks, messages or information of any kind (text, images, videos, logos, photographs, comments, trademarks, company names, etc.) posted by a User on the Website ;

« Network developer » : Independent Network Developer and Certified Network Developer ;

« Independent Network Developer » : natural or legal person assisting the Franchisor in the search for candidates in order to expand the franchise network ;

« Certified Network Developer » : natural or legal person in charge of recruiting Franchise Candidates approved by FranchiSpark ;

« Personal space » or « Account » : personal account created by the User on the Website where he can fill in his personal information and access his personal information, his history, his messages, the profiles of the Users he has consulted, etc... Access to the Personal Space is done by the personal identifier and code created by each User. The User must, prior to using some of the solutions offered on the Website, create an Account.

« Franchisor » :professional broadcasting information on the Website with a purpose to develop its organized network and likely to receive or send requests to connect with other Users and in particular Franchise Candidates ;

« Investor » : natural or legal person who wishes to invest capital in the organized Networks ;

« Profile » or « Form » : interface of the Users understood in a general manner which contains information on the User allowing to identify him ;

« Anonymous profile » or « Anonymous form » : Users' interface allowing access to a certain amount of information such as photos, first name and initial of the last name, preferred sector of activity, geographical area, personal contribution (potential) and additional contribution (potential) and accessible to all Website Users ;

« Full profilet » or « Full form » : Users' interface summarizing all their information and accessible according to the conditions specified on the Website ;

« Service provider » : natural or legal person who offers services with an interest in organized networks ;

« Organised networks » : distribution network managed by a network leader such as franchises, brand licenses, exclusive concessions, etc...

« Employee » or « Qualified employee » : any natural person seeking employment in an organized network. He is considered a consumer in the sense of the preliminary article of the French Consumer Code ;

« Service » : all services provided by the Company on the Website and, in particular, the service of connecting Users, the services intended to accompany Users in the search and selection of profiles ;

« User » ou « Users » : any person who has a Personal Space on the Website by registering on the Website ;

« Visitor » : any person who uses the Website without creating a Personal Space.

References to Articles are references to Articles in the present General Terms and Conditions, unless otherwise stated.

Any reference to the singular includes the plural and vice versa.

Any reference to one gender includes the other gender.

The purpose of these General Terms and Conditions is to define the terms and conditions for the provision of Services on the Website and its use by Visitors and Users. Registration on the Website by the creation of a Personal Space makes the present General Terms and Conditions binding to the User. By registering on the Website, the User acknowledges having read and understood the General Terms and Conditions and accepts them in their entirety by checking the box provided for this purpose.

These General Terms and Conditions are intended to govern the terms and conditions under which the Website and the Services are made available to Users.

The present General Terms and Conditions also define the reciprocal obligations of the Users within the framework of the use of the Website and the Services.

The present General Conditions do not govern relations between Users outside the Website, in particular following a connection between Users.

If the User does not agree to the terms and conditions set forth in these General Terms and Conditions, he/she must renounce any use of the Website and the Services and registration on the Website.

All images, logos, photos and videos published by FranchiSpark on the website www.franchispark.com belongs to the company FranchiSpark.

Photo credits : Shutterstock.

The images, logos, photos and videos published by the Users on their Profiles belong to the Users who authorize FranchiSpark to use them under the terms described in the General Conditions of Use.

The Website is accessible to all.

The Services are exclusively reserved to registered Users.

The Company reserves the right to make any changes and improvements to the Website and the Services that it deems necessary or useful for the proper functioning of the Website and its Services.

The Company reserves the right to limit access to its Services, for example, by reducing the possibility for a User to contravene these General Terms and Conditions and in particular Article VIII (Behaviour and responsibility of Users).

Users use their equipment at their own risk and are responsible for monitoring and updating the software necessary to use the Website.

The User shall inform the Company spontaneously in the event of any change in his situation that may have an impact on the Service.

The User shall:

(i) To access the Services, the User must create an Account by registering for free on the Website.

The User must be at least 18 years old and legally capable of entering into a contract and using the Site in accordance with these General Terms and Conditions. The User is required to provide accurate information that he/she undertakes to update immediately in case of changes.

Access to the Account created is protected by a login and a password chosen by the User when registering on the Site. The User is solely responsible for any use that may be made of his login and password, and is the sole guarantor of their confidentiality, as well as any use of his Account.

(ii) The User creates his or her Profile using his or her identifiers by clicking on the tab provided for this purpose on the Website accessible at the following address www.franchispark.com.

The creation of a Profile is free and automatically leads to the referencing of the User.

(iii) To be referenced and visible on the Website, the User is required to provide mandatory information.

The User then has the possibility to modify his or her Profile by clicking on the « Profile » tab and then on the « Edit my profile » tab.

If the User fails to provide this mandatory information or if the information is false, erroneous, outdated or incomplete, the User shall be informed that the Website will not be able to publish the User's Profile.

(iv) Independent Network Developers do not have the ability to create their own Profile.

In order to access the Services, Independent Developers must create a Profile that matches that of the Franchisor for whom they are acting on behalf of and for the Account.

Independent Network Developers, by registering the Franchisor Profile on the Website, certify that they have received all necessary authorizations from the legal representative of the company to register on the Website and publish the content on the Website of their mandators.

The Services include, but are not limited to:

Users expressly acknowledge that the accessibility of the functionalities offered by the Host may be reduced when the User accesses one of the hosted software solutions via a cell phone, a tablet, or any other mobile terminal, although the Website has been programmed to operate on these terminals.

A mobile application is available and allows access to all features.

Users can freely access the reduced/anonymous records of all Profiles

Depending on the Profile, access to the Complete Forms may be subject to the acceptance of the User whose Form is consulted. The conditions to access the Complete Forms are specified on the page Access to the complete Users' forms.

Professional Users registered on the Website are hereby informed that the Company may send them newsletters, promotional offers and advertising by e-mail.

Users may opt-out of receiving new commercial emails by clicking on the link contained within these emails.

The Company provides Users with an intermediation interface and Services that can be useful to them in the course of their business. In no case, the Company interferes in the relations between the various Users outside the Website.

Each User is free to accept a connection request and to enter into contracts relating to the organized Networks.

Each User is free to set its own pricing conditions.

The User has the possibility to temporarily deactivate his Profile. To reactivate it, the User must log in again with his login and password on the Website.

The User may request the total and definitive deletion of his or her Profile by sending, via the contact form on the Website, an explicit request for deletion of the Profile or by writing to the following e-mail address mailto:rgpd@franchispark.com.

For security reasons or as a precautionary measure, the Company expressly reserves the right to deny, prohibit or suspend temporarily or permanently access to the Services or the Website to a User :

The User undertakes not to publish Content contrary to the laws and regulations in force.

In particular, the User shall not:

The User also agrees not to infringe the intellectual property rights of third parties. The User undertakes to comply with the laws and regulations in force and to use only content for which he/she has the rights, or for which the holder of the rights has given his/her express consent for their distribution, or which are free of any rights.

The User undertakes, if applicable, to compensate the Company for any prejudice directly or indirectly linked to the non-compliance with this guarantee.

(i) The User is solely responsible for any direct or indirect prejudice that he/she may suffer as a result of inaccurate, incomplete and/or misleading information that he/she provides at the time of registration or in the absence of updating of this information, for which he/she alone bears the consequences.

He acknowledges and agrees that any notification under these Terms and Conditions may be made to him through the contact email address provided when creating his Profile on the Website or via his Personal Space.

(ii) Any User who acts in breach of these General Conditions is liable to civil and criminal prosecution for infringement of copyright, neighbouring rights, the rights of producers of databases and automated data processing systems.

Legal proceedings may be initiated by the Company against the User who does not respect these provisions.

(iii) The User is solely responsible for all of the Content that he or she chooses to put online on the Website, as the Company does not control the Content before it is put online.

(iv) The Users are the only ones responsible for the conclusion and execution of the contracts relating directly or indirectly to the organized Networks, the Company intervening only as an intermediary to put them in contact.

Users are free to set their own pricing conditions for other Users for the services they offer outside the Website, with the Company acting only as an intermediary.

(i) The Company makes every effort to ensure access and proper functioning of the Website and Services 24 hours a day, 7 days a week.

Nevertheless, given the limitations of the Internet, the Company cannot exclude the possibility that access to and operation of the Website and Services may be interrupted, particularly in case of force majeure, malfunctioning of the User's equipment, malfunctioning of the User's Internet network, or maintenance operations intended to improve the Website and Services.

Furthermore, the Company reserves the right, without prior notice or compensation, to temporarily or permanently shut down the Website or access to one or more Services in order to update, modify or change operational methods, servers and accessibility hours, without this list being restrictive.

Consequently, the Company shall not be held responsible for any interruption of the Services, whether voluntary or involuntary, it being specified that it undertakes to make its best efforts to limit any interruptions which might be attributable to the Company.

(ii) The User shall guarantee the Company against any consequences, claims or actions to which the Company may be subject as a result. The User waives any recourse against the Company in the context of proceedings brought by a third party against them due to the use or illegal exploitation of the Website.

(iii) The Company provides Users with the tools and technical means to enable them to enter into relationships for the purpose of concluding contracts relating to the Networks organized through the Website. The Company's responsibility is limited to the provision of these means, as described herein, and to the connection between the various Users.

The Company cannot be held responsible for the frequency of presentation of the Contact Form on its Website.

(iv) The Company and the User are independent parties, each acting in their own name and for their own Account.

The Company does not conclude any contract in the name of and/or on behalf of a User. Users contract directly with each other.

Consequently, the Company can under no circumstances be considered as an employee/employer or agent of a User.

As the Company is not a party in any capacity whatsoever to contracts relating to an organized Network concluded between Users, the latter are solely responsible for any difficulties, claims and disputes that may arise during the conclusion and/or performance of said contracts. Consequently, each User releases the Company from any liability for the direct or indirect consequences resulting from the introduction, conclusion and/or execution of such a contract between the Users.

(v) The Company is not under a general obligation to monitor the information transmitted by Users and stored on the Website. The Company shall not be held responsible in any way for any breach of the obligations imposed on Users, nor for any damage that may result from it.

(vi) Furthermore, the Company reserves the right not to transmit to the Users the messages of other Users, when these do not respect the General Terms and Conditions of the Website.

The Website and each of its components, including but not limited to texts, images, videos, photographs, trademarks, logos, corporate names, domain names are the exclusive property of the Company or of its partners, unless otherwise stated.

These elements are protected by intellectual property and other laws, including copyright.

Any reproduction or representation, in whole or in part, of the Website or of any of its components, without the authorization of the Company, is prohibited and constitutes an infringement sanctioned by the French Intellectual Property Code.

Any User who posts Content to the Website retains full ownership of all Content posted.

By creating a Profile, the User expressly authorizes the Company to use, distribute, delete, host, store, reproduce, communicate, publish, modify, adapt, translate and display this public Content on the Website, social networks, blogs operated by the Company and/or on any other media (in particular physical and digital media, press kits, commercial media, promotional and/or advertising material), by any means, for the purposes of exploitation, improvement, promotion, marketing, advertising of the Services and of the Website or for the purposes of setting up partnerships. This authorization is given free of charge and valid for the entire world and for the entire duration of the User's registration on the Website and access to the Services.

The authorization is valid for the texts, photos, logos, videos, images published by the Users on the Website.

The User acknowledges that any use of his Content made by the Company prior to his deregistration, deletion or termination of his Account may not be called into question.

The Company has access to all Content published by the User.

The Company is the producer and owner of all or part of the databases, their structure and content, which make up the Website, subject to the rights held by the Users.

By accessing the Website, the User acknowledges that the data contained therein is legally protected, and that he/she is prohibited from extracting, reusing, storing, reproducing, representing or preserving, directly or indirectly, on any medium whatsoever, by any means and in any form whatsoever all or part qualitatively or quantitatively substantial, of the content of the databases appearing on the Website to which he/she has access, as well as to make the extraction or the repeated and systematic reuse of qualitatively and quantitatively insubstantial parts, when these operations clearly exceed the conditions of normal use.

The Company owns the rights to the commercial name « FranchiSpark » and the associated logos. Unless expressly authorized in advance, any use of the name « FranchiSpark » as well as the logos belonging to the Company or to third parties exposes the User to penal and civil proceedings.

The data processing methods related to the use of the Website and any other interaction with the Company are explained in the Privacy Policy available on the Website. This data protection policy also explains the rights of access, rectification, deletion, portability and limitation available to data subjects in relation to the processing of personal data that the Company implements.

The Company has set up a system allowing any User to bring to its attention any publication on the Website of a litigious nature of which he/she would be aware, in particular any content relevant to the repression of the apology of crimes against humanity, provocation to the commission of terrorist acts and their apology, incitement to racial hatred, hatred towards people because of their sex, sexual orientation or identity or their handicap as well as child pornography, incitement to violence (such as incitement to sexual and sexist violence), as well as offences against human dignity, in order to allow the removal of the content in question.

Any User may also request the Company to remove content protected by intellectual property rights.

To request the removal of a content, the User must send a letter to the Company at the following email address rgpd@franchispark.com, and in which he provides the following information :

The present General Terms and Conditions are applicable for an indefinite period of time as from the acceptance of the General Terms and Conditions by the User.

Any use of the Website and the Services contrary to the General Conditions and/or to the laws and regulations in force entitles the Company to suspend, without prior notice, the User's Account or to refuse the User access to all or part of the Website in the future, without prejudice to any damages that the Company may be entitled to claim.

The Company may, moreover, five (5) days after having informed the User by means of the messaging system, automatically close the suspended User's Account, without any compensation being due on any grounds whatsoever.

These sanctions may be taken in particular in the following cases:

- communication of false information by the User (documents, location, experience...) ;

- bypassing of the Website.

Equally, in the hypothesis that the User would be the subject of repeated disputes or reports from other Users, the Company will have the right to delay the visibility of the content hosted within the search engine results, to suspend or to close his Account.

It is expressly agreed that the connection and visit logs as well as any element exchanged through the messaging system of the Website, between the Company and a User or between two or more Users, as well as the information entered by the User in his or her Personal Space, will be considered as having evidential value between the Parties.

In this respect, the User authorizes the Company, subject to compliance with its confidentiality obligations, to record all information useful for the preservation and establishment of such evidence, in compliance with RGPD obligations.

In the hypothesis that one of the clauses of the present General Terms and Conditions would be declared null and void by a change in legislation, regulation or by a court decision, this would not affect the validity and respect of the present General Terms and Conditions.

The default of the Company to exercise its available rights under this policy shall not constitute a renunciation of its rights.

The Company reserves the right to modify all or part of these General Terms and Conditions.

The Company will inform the User of changes to these General Terms and Conditions as soon as they are posted on the Website.

If the User does not agree to the new General Terms and Conditions, he/she has a period of 24 hours from the date of notification to inform the Company by e-mail at the following address rgpd@franchispark.com.

In the hypothesis that the User would not have notified his disagreement within the time limit of envisaged above, he will be considered to have accepted the modifications.

The present General Terms and Conditions of the Website are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text will be deemed admissible in the event of a dispute.

For any dispute concerning the Website and these General Terms and Conditions, the Commercial Court of Bordeaux (France) shall have jurisdiction, notwithstanding multiple defendants or warranty claims, emergency procedures or conservatory procedures.