Terms and contidions LOYOLY

Last update: 28 July 2023

1. PREAMBULE
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These general conditions of sale (hereinafter, the “CGV”) apply to all services subscribed between AURA CORP. (hereinafter, “ AURA CORP .” or “ the Seller ”), simplified joint stock company with capital of 18,000 euros, registered in the Nantes Trade and Companies Register under number 889 463 519, whose head office is located 4 rue Voltaire 44000 NANTES and its client (hereinafter, “ the Client ”).AURA CORP. provides its Customers with the Loyoly platform https://www.loyoly.io/ (hereinafter, the “ Platform ”) which allows its Customers to personalize a Module (see definition below) for animation and loyalty of their community and to add this Module to their Website. This Module allows them to animate and retain their community of customers, prospects and influencers by offering them the opportunity to complete Missions (see definition below).These General Terms and Conditions prevail over any contrary clauses that may appear in the Customer's documents and in particular its general conditions of purchase, unless expressly agreed between the Parties. AURA CORP. reserves the right to deviate from certain clauses of these General Terms and Conditions depending on the negotiations carried out with the Customer through the establishment of a Quote and/or special conditions.AURA CORP. and the Customer are hereinafter referred to individually as a “ Party ” or collectively as the “ Parties ”.
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2. DEFINITIONS

The terms used in the body of the General Conditions of Sale, including its preamble, and beginning with a capital letter, whether used in the singular or plural, will have the meaning given to them below.

3.  SERVICES
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Details of the Services subscribed to by the Customer appear in the Quote, or in the dedicated tab on the Platform.
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3.1 Definitions of Accessible Services
The Platform notably allows the Customer to benefit from several types of Services, accessible and modular depending on the Offer chosen:

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- Create the Missions offered to Users and the terms of execution of the Missions;
- Create your Rewards, generate your promotional codes via the Platform, organize the terms of payment of Rewards to Users, depending on the Offer chosen;
- Access to a library of content generated by Users centralized on the Platform, depending on the Offer chosen;
- Configure the regulations for the Rewards associated with the Missions entrusted to Users;
- Monitor the activity of its Users, including the Missions they have completed;Access a standard or advanced dashboard, which allows you to have an overview of the performance of your loyalty programs, monitor Missions and Rewards to be awarded to Users;
- Target and configure Missions according to the type of User;
- Access a database of Users registered on the Platform and associated statistics on their activity on the Platform and social networks;
- Access a library of Missions and Rewards.‍

‍The Services associated with each of the Offers are defined and presented under the link https://www.loyoly.io/plans .
The Customer also has the possibility of subscribing to additional services by contacting AURA CORP customer service.

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3.2 Subscription to a Service Offer
The Customer can subscribe to a Service Offer, either by requesting a quote from AURA CORP. directly, or by subscribing to the free trial period of the Services which can be activated under the link https://app.loyoly.io/app/sign-up  The Service Offer, whether presented on the Site or on a Quote, to which the Customer has subscribed, constitutes special conditions, prevailing over these General Terms and Conditions.The price of the Offers depends in part on the volume of orders placed on the Site.It is specified that Customers exceeding 5,000 orders per month on their Site cannot subscribe to an Offer via the Platform and will have to request a personalized Quote.At the latest at the end of the free trial period, the Customer will be able to determine which of the Service Offers is the most appropriate and will subscribe to the chosen Offer, for the duration of their choice.

4. ENTRY INTO FORCE - DURATION OF THE CONTRACT 
The T&Cs come into force on the date of signature by the Customer on the Platform or on the date of signature of the Quote with which these T&Cs are addressed, for the duration appearing in the Quote or on the Offer presented on the Platform to which the Customer has subscribed or via the link https://www.loyoly.io/plans All Offers are tacitly renewed for an equivalent period, unless these General Terms and Conditions are denounced by one of the Parties at the latest:15 days before the end of the current period for Monthly Offers,3 months before the end of the current period for Offers with an annual duration.

5. PRICE – PAYMENT TERMS 
5.1 Prices of services
The Price of the Services appears in the Quote or on the Platform and is available at https://www.loyoly.io/plans .The Quote or the Platform specify the amount of the price of the Offer subscribed, which is calculated according to the formula chosen by the Customer and the volume of orders on the Customer's Site.

The Offer subscribed must correspond to the volume of orders on the Site, it being understood that AURA CORP. will have a view of the number of actual orders for Customers operating through Shopify.In any case and particularly for Customers not operating via Shopify, AURA CORP. may, at its discretion, request any element that may justify the number of orders declared by the Customer.

In the event of non-use by the Client of all rights acquired hereunder and as defined in the Quote (for example: number of Users, options subscribed, number of Missions etc.) the Client is informed that 'AURA CORP. will not make any revision of the amount of the Prize.

AURA CORP. reserves the right to revise, on each renewal date of the T&Cs, the price of the Offers and undertakes to inform the Customer at least 2 (two) weeks in advance.

5.2 Overage fees

If the Customer exceeds the number of orders provided for in the Offer to which he subscribed, the Customer acknowledges that the excess orders will be invoiced additionally, according to the conditions presented in the Offer.

5.3 Payment conditions – Late penalties
‍The Client must pay invoices for the Services by direct debit or transfer, at the discretion of AURA CORP. To do this, the Client agrees to a direct debit mandate for the benefit of AURA CORP. upon signing the General Terms and Conditions.For annual subscriptions, the Price is collected in one go, on the first day of the first period and of each renewal.For monthly subscriptions, the Price is deducted every month on the first day of the first period and each renewal.Failure to pay by the Customer following a failure of direct debit results in the application of late payment interest equal to three times the legal interest rate, without prior notice, from the due date and until full payment of the price, and the payment of a lump sum compensation for recovery costs of forty (40) euros, without prejudice to the damages and interest that AURA CORP. reserves the right to seek legal action.Following total or partial non-payment of sums due by the Customer and after formal notice remains unsuccessful within ten (10) days of receipt, AURA CORP. may suspend the provision of the Services or terminate the contract, without prejudice to any damages that AURA CORP. reserves the right to seek legal action.

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6. Intellectual Property
6.1 License to use the Platform

‍AURA CORP. grants the Client, who accepts it, a personal, non-exclusive, non-transferable and non-assignable right, for the entire world and for the duration of the contract, to use the Platform, for the sole purpose of using the Services, within the conditions and limits of acquired rights, specified in the contract.Use of the Service means its use by the Client and Users within the framework of their professional needs and for the purposes of building customer loyalty.Within the framework of this right of use, the Customer is therefore prohibited, without the express prior agreement of AURA CORP., and under penalty of civil and criminal sanctions, from:


Reproduce or have reproduced all or part of the Platform, temporarily or permanently, in any way whatsoever, on any medium, any format, by any process, known or unknown to date;
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Represent or have represented all or part of the Platform, in full or in extract, in any way whatsoever, by any process, any mode of distribution, any mode of communication known or unknown to date;
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To adapt or have adapted all or part of the Platform, temporarily or permanently, and in particular to translate the elements of the Platform into all languages, to create any derivative work, to produce new versions or new developments based on elements of the Platform, to maintain, modify, arrange, assemble, digitize all or part of the Platform;
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Decompile, disassemble the Platform, create derivative works from the Platform or attempt to discover or reconstruct the source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Platform, except within the limits of the right granted by article L.122-6-1 of the Intellectual Property Code, in any manner whatsoever. If the Client wishes to obtain information enabling the interoperability of the Platform to be implemented with other software, the Client undertakes to request prior authorization from AURA CORP. as well as all the information necessary for interoperability, subject to payment by the Customer of the associated costs;

Modify, improve, translate the Platform, including to correct bugs and errors, AURA CORP. exclusively reserving this right in accordance with article L. 122-6-1 I §2 of the Intellectual Property Code;

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Transfer, rent, assign, pledge, or transfer all or part of the ownership of the Platform in any way.This prohibition applies without geographical limitation, for the duration of protection granted by intellectual property law, and for any mode of exploitation, free of charge or for a fee.


6.2 Property of AURA CORP.
6.2.1 Ownership of the elements of the Platform


All brands, logos, signs, the Platform database, presentations, texts, articles, source codes, and more generally, any element, material or intangible, appearing on or making up the Platform constitutes the exclusive property of 'AURA CORP.

These General Terms and Conditions do not entail any transfer of intellectual property rights attached to the Platform, or to the elements attached to it for the benefit of the Client.

The Client acknowledges that the Platform, including all fixes, workarounds, updates, upgrades, developments, improvements and modifications provided to the Client, as well as all specific developments carried out for the account of the Client remains at all times the entire and exclusive property of AURA CORP. which only grants the Client a right to use these elements within the framework of the contract.

6.2.2 Ownership of know-how
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Any idea, know-how or technique that may have been developed by AURA CORP., including any improvement or modification of the Platform carried out by AURA CORP. are the exclusive property of AURA CORP. AURA CORP. may, in its sole discretion, develop, use, market and license any application or data processing element similar to or in connection with developments made by AURA CORP. on behalf of the Client. AURA CORP. has no obligation to reveal any idea, know-how or technique that may have been developed by AURA CORP. and that AURA CORP. considers it confidential and its property.


6.3 Eviction guarantee

AURA CORP. agrees to defend and compensate the Client for damages related to claims, proceedings or convictions brought by a third party alleging that all or part of its Platform infringes its intellectual property rights, under the conditions and terms described below.

In the event of a complaint relating to counterfeiting, AURA CORP. may, at its own expense and discretion, either:Obtain for the Client the right to continue using the Platform;

Modify the Platform so that it is no longer infringing;Or remove the infringing part of the Platform.
Provided that the Client: Has not failed to fulfill its essential obligations here under,Has notified AURA CORP. as soon as possible and by registered letter with acknowledgment of receipt, the infringement action or the declaration which preceded this allegation;Has collaborated loyally with AURA CORP. by providing all the elements, information and assistance necessary to allow AURA CORP. to be able to ensure the defense of its own interests and those of the Client,Do not compromise without first obtaining the written consent of AURA CORP.In the event of the conclusion of a transaction whose amount would be agreed between AURA CORP. and the third party alleging infringement, AURA CORP. will be responsible for the entire amount to be paid to the third party which may be charged to the Customer in respect of the transaction. Otherwise for AURA CORP. having been able to conclude the above-mentioned transaction, the latter will assume, under its control and direction, with the assistance of the Client, the legal defense to be opposed to the request of the third party alleging an infringement. The Customer undertakes not to conduct alone the legal defense of the dispute brought against him by the third party alleging an infringement and undertakes as such to call AURA CORP without delay. guarantee.In the event that the third party's challenge alleging an infringement concludes with a court decision, having the authority of res judicata in the main proceedings and having become res judicata, entering into a monetary penalty against the Customer, AURA CORP. will compensate the latter for the amount of the judgment for damages pronounced in principal and interest, subject to justification of the collection by the third party of the amount of the judgment paid by the Client.


6.4 License to Use User-Generated Content

AURA CORP ensures that the User transfers their rights to Clients via the Platform.

7. OBLIGATIONS, GUARANTEES AND RESPONSIBILITY OF THE CUSTOMER
7.1 Obligations towards Users

In particular, the Customer is solely responsible, to the exclusion of AURA CORP. :

- of the Users it chooses for carrying out the Missions, their invitation to the Site and more generally, the means implemented to invite them,
- the Missions it creates for its Users and its terms,
- of the Rewards that it offers to its Users, their methods of allocation and the conditions necessary for their delivery to Users. AURA CORP. declines all liability in the event of an illicit lottery offered by the Client or in the event of a complaint from a participant relating to Missions or Rewards generated by the Client on the Site,
- in general, of all the content that he creates or configures on the Site for the benefit of Users and which is carried out under his sole responsibility,
- informing Users about the processing of their personal data
-obtaining the necessary consents from Users for the processing of their personal data according to the purposes pursued by the Client on the Platform (for example, invitation to participate on the Platform or targeting Users for the allocation of personalized Missions)
- to obtain the right from Users to distribute the content they have created outside the Platform, and in particular, on their Website via the automated request generated on the Platform,
- and to ensure that the content distributed by its Users does not constitute a violation of third party rights (image rights or intellectual property rights in particular) prior to their use outside the Platform,
- in general, the Client is invited to conclude directly with the User any contract specifying the terms of their collaboration within the framework of the Missions and Rewards launched by the Clients
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7.2 Obligations / guarantees vis-à-vis AURA CORP

The Client undertakes towards AURA CORP:

- to comply with Regulation No. 2016-679 of April 27, 2016 relating to the protection of individuals with regard to the processing of personal data and the free movement of such data and Law No. 78-17 of January 6, 1978 relating to computing, files and freedoms (hereinafter, the “Regulation on personal data”) in all circumstances. It undertakes, among other things, not to reuse User and Customer data in the context of an unauthorized transfer; not to sell the personal data of Users and Clients to third parties without the consent of the Users; not to reuse the email addresses of Users or Customers for purposes to which they have not consented.
- if the Client gives authorization in the Quote to AURA CORP to reuse the personal data of Users for their transfer to third parties, and in particular, to its other clients who use the Platform, the Client undertakes to first obtain the consent of the Users for the transfer of their data to the Client's partners.
- not to use the Platform for illicit purposes or in an illicit manner, including in violation of the intellectual property rights of AURA CORP., or by offering Users illicit Missions or Rewards. More generally, the Client undertakes to respect the General Conditions of Use of the Platform [link to the T&Cs].
- to promptly inform AURA CORP. any suspicion of theft or fraudulent use of their password and username. Any action carried out by a Client using his identifier and password will be deemed to have been carried out by the Client, unless notified to AURA CORP. of a suspicion of theft or fraudulent use of said identifier and password within a period allowing AURA CORP. to deactivate them.
- to pay the price of the Services according to the terms set out in the article “Payment conditions – Late penalties”.
- to inform AURA CORP. any modification to the number of Users on the Platform as well as any other modification impacting the billing of the Services (e.g. modification of bank details).

The Client guarantees AURA CORP. that the actions and content generated on the Platform and/or in relation to Users:Are free from any defect and/or vice which would harm their performance vis-à-vis Users,Do not contain any element likely to constitute a violation of the laws and regulations in force,Do not infringe the rights of third parties.The Client holds AURA CORP harmless from any claim, action or request for compensation from a User relating to a wrongful act or negligence of the Client carried out during the use of the Platform.In this regard, the Client undertakes to take responsibility for, and voluntarily intervene in, any claim and/or legal action by a third party against AURA CORP having as its cause or purpose the use of the Platform. by the Client, as well as to guarantee him against all convictions which would be pronounced against him on this occasion. Where applicable, the Client will be responsible for all expenses, costs and compensation and other financial consequences incurred by AURA CORP for its defense, including in particular lawyer and expert fees.


8. OBLIGATIONS, GUARANTEES AND LIABILITY OF AURA CORP.
AURA CORP. is responsible :
- Verification of the correct completion of User Missions for the unlocking of Rewards
- The provision of the Platform to Clients and the provision of the associated Services which have been subscribed to,
- The proper functioning of the Platform.All of these obligations constitute a reinforced obligation of means.

Thus, AURA CORP. strives to ensure the continuity and quality of the Services. However, AURA CORP. is not responsible in the event of technical, IT or compatibility problems or failures of the Platform not under its control, and in particular, in the event of Internet failure, failure of the Customer's equipment or the telecommunications network. or the failure to secure the Customer's information.Furthermore, it is recalled that AURA CORP is an intermediary which provides tools to Clients and Users for the execution of Missions and Rewards and which hosts content generated by third parties.AURA CORP is not responsible for the content generated by Ambassadors and any third parties within or outside the Platform, nor for the use made of it by Clients and/or Users.Any content posted online by Customers is their sole responsibility. In no case is the responsibility of AURA CORP. cannot be held liable due to the illicit, infringing or prejudicial nature of the content and use of the Platform. AURA CORP does not guarantee to the Client that the content distributed by Users complies with regulations. It is up to the Client to take all necessary measures with Users in the event of a violation of an image right or an intellectual property right on any of the content generated by the User.The Rewards granted by Customers for the benefit of Users are also their own responsibility, in no case will AURA CORP. cannot be held responsible if a reward is illicit or causes material or physical damage to Users.Generally speaking, AURA CORP. is only liable for direct and foreseeable damage within the meaning of articles 1150 and 1151 of the Civil Code that it could cause to the Client in the context of the execution of the contract.The Parties have expressly agreed to exclude the liability of AURA CORP. for any indirect or unforeseeable damage and in particular in the event of loss, interruption of availability or corruption of data, loss of profits, loss of income, loss of customers, damage to the image or weakening of any of the Client's assets . Damage suffered by third parties and Users is also qualified as indirect damage.Finally, under no circumstances is the total responsibility of AURA CORP. under the contract cannot exceed the total amount of sums paid by the Client to AURA CORP. in application of the contract during the twelve (12) months preceding the event which gives rise to liability.

9. PROTECTION OF PERSONAL DATA

The Parties undertake to comply with the Regulations on personal data.The Parties undertake not to process Personal Data of a sensitive nature (religious beliefs, political opinions, health data, without this list being exhaustive) and not to transfer them outside the territory of the European Union.

9.1 AURA CORP. subcontractor


AURA CORP. acts as a “subcontractor” within the meaning of the Regulations on behalf of the Client when it offers, on its behalf, Services to the Client which involve the processing of Users' personal data.The Customer is “processing manager” within the meaning of the Regulations, for the Personal Data of Users.It is the Customer's responsibility to (i) provide AURA CORP. the Personal Data necessary for the execution of the Services offered on the Platform, (ii) ensure that they have been collected in accordance with a proven legal basis, (iii) document all the instructions sent to AURA CORP . relating to Personal Data, (iv) ensure compliance throughout the duration of the contract with the obligations provided for by the Regulations on the part of AURA CORP., and (v) supervise the execution of the processing carried out on its behalf.

AURA CORP. processes the following Data on behalf of the Client:
- User identification data (email, last name, first name, age, postal address)
- User nicknames on various social networks
- User actions on various social networks
- Content created by a User during the completion of a Mission (photo, video)
- Content created by a User when responding to product tests

- Data on Missions and Rewards awarded to Users on the Pl
-Purchase and sponsorship of Users on the Client's Site

AURA CORP carries out the following based processing on behalf of the Client:

- Provide access to the Platform: creation and management of Users' user accounts and management of forgotten passwords;
- Verification by AURA CORP. that the Missions on social networks have been carried out by the Users for the attribution of the Client's Rewards
- Allow the Client to benefit from the Services, track Missions and award Rewards to Users
- Provision of a dashboard for tracking Users, Missions, Rewards
- Offer, where applicable, profiling of User types and target User profiles on behalf of the Client as part of personalized programs
- Provision to the Client of a library of User content which can be re-used by the Client
- Provision of lists of Users,
- Produce socio-demographic statistics on Users on behalf of the Client
- Produce performance statistics on the Customer's loyalty programs
- Sending emails to remind Users of their Missions to be accomplished on behalf of the Client
- Hosting of Data on behalf of the Client

9.1.1 Security

With regard to the security and confidentiality of personal data, AURA CORP. undertakes to (i) keep Personal Data strictly confidential and (ii) implement appropriate organizational and technical measures within its Services in order to protect Personal Data.

In the event of a Personal Data violation noted by AURA CORP., AURA CORP. undertakes to (i) alert the Customer by any means as soon as possible, (ii) propose any palliative solution limiting or eliminating the violation of Personal Data and (iii) investigate the reasons for the violation observed or suspected.

In the event of a risk to the rights and freedoms of individuals, determined by the Client, AURA CORP. will assist the Client in documenting the notification that the latter must send to the supervisory authority, by communicating to it in writing any element related to the violation of Personal Data. If it does not immediately have all the required information, AURA CORP. notifies the Customer and completes his report as soon as possible.

Please note that the Customer is solely responsible for the security, access methods and protection of Personal Data on its own information system.Personal Data is only collected, processed and hosted within the territory of the European Union. Furthermore, AURA CORP. undertakes to (i) not subcontract any part of the Services offered on the Platform and (ii) only transfer personal data outside the territory of the European Union with written, express and prior notice from the Customer.

AURA CORP. undertakes to delete any personal data (i) at the Client's first request and in any event, (ii) at the expiration of the period set by the Client.

9.1.2 Information and management of User rights


‍It is up to the Client, as data controller, to ensure that Users are informed about the Personal Data collected, the processing implemented, the purposes pursued, the recipients of the Personal Data, as well as all of the other information due to individuals according to the Personal Data Regulations, including a reminder of the rights they have over their Personal Data.

The Client determines the terms of dissemination of this information under his sole responsibility using a confidentiality policy model provided by AURA CORP. which must be completed by the Client before being posted online on the Platform.

The Client is responsible for the consents that it must obtain from Users prior to requesting registration on the Platform, for carrying out Missions or for targeting their profiles on the Platform. AURA CORP disclaims all liability in connection with these consents.

The Client may transmit to AURA CORP the Personal Data that it has collected about Users for transfer to other Clients on the Platform, after the express acceptance of the Users that it undertakes to obtain.The Client is responsible for managing the right of access, rectification, deletion, limitation and portability requested by a User on the Platform. If a request from a User relating to their right of access, rectification, deletion, limitation or portability of their Personal Data on the Platform reaches AURA CORP. directly, the latter will return it as soon as possible to the The Customer's email address so that the Customer can respond to the person concerned.In any event, it is solely up to the Client, as data controller, to ensure compliance of processing with the Personal Data Regulations on its own information system, with its own employees and subcontractors, and more. generally to deploy appropriate technical and organizational measures within its organization. AURA CORP. disclaims all liability related to the Client's compliance for anything beyond the sole scope of the Services offered on the Platform.

9.1.3 Limitation of liability of AURA CORP.
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In the event that the CNIL issues an administrative fine against AURA CORP. while the breach is attributable to an instruction or decision of the Client, the subcontractor may call upon the Client as a guarantee for the amount of the administrative fine in question.

In the event of damage suffered by the Customer linked to a breach by AURA CORP., the latter assumes responsibility for compensation for any direct damage suffered by the Customer.In the event of a fine, conviction or damage suffered by AURA CORP. (i) due to a breach by the Client of its obligations regarding the protection of Personal Data, or (ii) due to an instruction addressed to AURA CORP. by the Customer despite the alert issued by AURA CORP. on the serious and manifest non-compliance of said instruction, and in particular if the instruction led to non-compliance of the Services offered on the AURA CORP. Platform, the Client undertakes to compensate AURA CORP. at the level of the fine, the conviction or the damage suffered.


9.1.4 Dedicated contact persons
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AURA CORP. has designated a dedicated contact person on the issue of Personal Data within the company, whose contact details appear below: joseph@loyoly.io

‍The Customer undertakes to do the same under his responsibility and to transmit to AURA CORP. the contact details of the “Personal Data” referent.

9.2 AURA CORP. data controller

AURA CORP. is also required to collect and process the Personal Data present on the Platform as Data Controller within the meaning of the Regulations.

The data collected are: data relating to the Customer's identity (email address, last name, first name, postal address, telephone number, bank details, etc.) and their browsing data collected via cookies on the website https://www.loyoly.io/ (pages visited, URL, links through which the Customer accessed the website, IP addresses).

The Client is informed that AURA CORP. implements the following processing operations for the following purposes:

Administrative and technical management of the Platform according to the needs required by the Client
Commercial management with the Client,
Commercial prospecting with the Client,
Carrying out studies and statistics on the Platform on browsing behavior on the Platform.

The legal bases for processing personal data are as follows:

The processing is necessary for the execution of contractual measures taken at the request of the Client or imposed by a legal obligation,
Compliance with a legal obligation, in particular accounting by retaining invoices;
The prior consent of the person concerned,
The legitimate interest of AURA CORP., while respecting the rights and freedoms of the Client.AURA CORP. undertakes to keep the Personal Data thus collected for the period strictly necessary to achieve the purpose of the processing in accordance with the legal provisions in force.
The Personal Data collected is intended for internal services of AURA CORP. as well as internal auditors and statutory auditors. AURA CORP. also uses a hosting provider for data storage which is OVH.In accordance with the Regulations, the Customer has the following rights:A right of access, modification, rectification, erasure (right to be forgotten), and deletion of your data,A right to restriction of processing,A right to portability of personal data.AURA CORP. reminds that any natural person can also, for legitimate reasons, oppose the processing of data concerning them (right of opposition) and oppose this data being used for commercial prospecting purposes.

The Customer may exercise these rights by contacting AURA CORP. at joseph@loyoly. io.
The Customer has the right to lodge a complaint with the supervisory authority of his country of residence, for France, the CNIL: https://www.cnil.fr/ .
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10.TERMINATION FOR BREACH

One of the Parties may terminate the contract 30 (thirty) days after formal notice from the defaulting Party by written notification with acknowledgment of receipt which remains without effect, in the event that the defaulting Party has committed a serious breach of its contractual obligations, and especially :
In the event of non-compliance with these General Terms and Conditions by one of the Parties,
Non-compliance with the T&Cs on the part of the Client,
The Customer's repeated failure to pay,
Damage to the image or reputation of one of the Parties,Non-compliance with provisions relating to intellectual property,Any other breach which would make normal performance of the contract impossible.

All amounts collected by AURA CORP. are definitively due and cannot be reimbursed to the Customer, even in the event of early termination for breach.
In the event of a breach on the part of the Customer, AURA CORP may suspend his account immediately, until proof of resolution of the breach or until the termination of the T&Cs.

11. CONFIDENTIALITY

The Parties mutually acknowledge that all documents, data, tools, contracts, methods or any other information known as a result of the contract, unless they have fallen into the public domain, are Confidential Information.

The Parties undertake, during the duration of the contract, or after the end of it, whatever the cause, without limitation of duration, to use or disclose the Confidential Information to third parties (other than its advice, and except under legal obligation or constraint from the tax administration), directly or indirectly, for their own benefit or not, unless expressly authorized in advance by the other Party.

The Parties must contractually impose the same obligation of confidentiality on their employees or agents.

12. COMMUNICATION
The Client authorizes AURA CORP. to communicate about their partnership, for the purposes of its internal or external communication, on all its communication media (such as website, blog, social networks) during the duration hereof and after prior validation by the Client.

13. APPLICABLE LAW – COMPETENT JURISDICTION
The contract is subject to French law. Any difficulties relating to the validity, application or interpretation of the contract will be submitted, in the absence of amicable agreement, to the French courts within the jurisdiction of the Rennes Court of Appeal.


14.MISCELLANEOUS STIPULATIONS
14.1 Exclusivity – non-competition
An exclusivity and/or non-competition contract may exceptionally be subscribed to for the benefit of the Customer in the Quote.
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14.2 Transfer
The Client is not authorized to sublicense, assign or transfer to a third party all or part of its rights and obligations under the contract, without the agreement of AURA CORP.

14.3 Entirety
The contract as well as any Quotation constitute the entire agreement between the Parties with regard to access to and use of the Platform and the provision of the Services and take precedence over all prior agreements, negotiations and discussions. The contract may only be modified by written amendment signed by authorized representatives of the Parties.


14.4 Partial nullity
In the event that one or more stipulations of the contract are considered invalid, illicit or inapplicable, the other clauses will retain their scope and effect and the invalid, illicit or inapplicable stipulation will be replaced by a stipulation determined by mutual agreement by the Parties, which, while being valid, lawful and applicable, will be as close as possible to the intention of the Parties when drafting the stipulation considered invalid, illicit or inapplicable.


14.5 Force majeure

Neither Party may be held responsible for any failure to fulfill its obligations under the contract in the event of force majeure defined by case law.
The Party noting the event must immediately inform the other Party of its inability to perform its Service. The suspension of obligations or the delay cannot under any circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages.In the event that a force majeure event defers the execution of the obligations provided for in the contract for a period greater than 3 months, each of the Parties may automatically terminate the contract by registered letter with acknowledgment of receipt.

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