1- OBJECT

The purpose of these terms and conditions (the “Terms of Use”) is to define the terms and conditions of use of the V.HIVE mobile application (“V.HIVE” or “the Application”) published by TEAM Vitality, a simplified joint stock company with a capital of 41. 161, registered in the Paris Trade and Companies Register under number 794 387 498, whose registered office is located at 102 boulevard de Sébastopol – 75003 Paris – France, (“Vitality” or “Team Vitality”), which allows its users (“You” or the “Users”) to participate in a loyalty programme and earn rewards.

 

DEFINITIONS

Unless otherwise specified and without prejudice to other definitions in the Terms of Use, the following terms and expressions shall, whenever they are capitalized in this agreement, whether in the singular or plural, masculine or feminine, have the meanings set forth below:

Blockchain address means a unique sequence of numbers, letters and cryptographic functions stored and recorded on a Blockchain.

Blockchain: means a shared electronic recording device supporting the recording and sharing of cryptographic data and based on a consensus method (e.g., Tezos Blockchain).

Account: means a User’s dedicated and individualised digital space in the Application authenticated by an email address and password.

Content: refers to any element associated with an NFT and texts, logos, images, graphic or sound elements, software, icons, page layout, database.

NFT (“non-fungible token”): refers to a digital, unique, and numbered token that can be associated with a graphic element (image, video…) recorded and based on a Blockchain.

Platform: means the platform dedicated to the purchase, sale, and exchange of NFTs, compatible with the TEZOS Blockchain, within the Application.

Loyalty programme: refers to the loyalty programme which is the subject of the V.HIVE application, allowing any User to participate in Quests and earn Rewards, which can be accessed either by simply registering with V.HIVE or by connecting their Wallet to V.HIVE.

Quests: means a mission determined by Vitality in V.HIVE that a User must complete in order to obtain a Reward.

Rewards: means benefits, discounts and/or special offers offered by Vitality or its partners to Users participating in Quests.

Smart Contract: refers to a set of digital functionalities based on a Blockchain and allowing to trigger actions on digital assets and/or NFTs.

TEZOS: refers to the Tezos Blockchain.

Wallet: refers to the online digital wallet service enabling digital assets and/or NFTs on a Blockchain, which can be connected to one or more Blockchain Addresses, authenticated by a private cryptographic key.

XP: refers to experience points accumulated by Users during Quests and allowing to establish a ranking between all Users.

ACCEPTANCE AND MODIFICATION OF THE TERMS OF USE

3.1 Acceptance

The User undertakes to read the Terms of Use and to give his consent to them by ticking the corresponding box appearing in the Application when creating the Account.

The creation of the Account and the fact of ticking the corresponding box in the Application imply full acceptance of the Terms of Use.

The Terms of Use constitute a legally binding agreement between you and Vitality. By checking the relevant box in the Application and using V.HIVE you unconditionally agree to these Terms of Use.

3.2 Modification

To improve its operation and quality, Vitality regularly updates the features and functionality of the Application. Vitality may add, remove, or replace certain features at any time and the Application is updated regularly, which may lead Vitality to modify the Terms of Use.

Users will be informed by email of changes to the Terms of Use within 5 days before the new version of the Terms of Use comes into force, during which time they may terminate the Terms of Use if they do not accept the new version.

4. ACCESS TO V.HIVE

4.1 Eligibility

V.HIVE is accessible to any natural person who is a consumer, resident in France or abroad, regardless of nationality. In this respect:

you represent and warrant that you have the rights, authority, and legal capacity to enter into the Terms of Use, as well as the necessary competence to comply with the terms and obligations hereof, and in particular that you are of an age to enter into such Terms of Use under the law of your country of residence.

you represent and warrant that you are a consumer within the meaning of the introductory article of the Consumer Code and within the meaning of Directive 2011/83/EU of the European Parliament and of the Council in its latest version in force.

if you are 13 years of age or older but under 18 years of age (or any other legal age of majority in your country of residence), you agree to review these Terms of Use with your parent or guardian to ensure that you and your parent or guardian understand and accept these Terms of Use. You agree that your parent or guardian may review and accept these Terms of Use on your behalf. If you are a parent or guardian consenting to the Terms of Use on behalf of a child over the age of 13, you accept full responsibility for that child’s use of the Platform, including any financial costs and legal liability that he or she may incur.

4.2 Create an account

The use of V.HIVE requires that you register by filling in the form provided for this purpose. Any incomplete registration will not be validated. Registration will result in the opening of an Account in your name, giving you access to a personal area that allows you to manage your use of V.HIVE.

You warrant that all information given in the registration form is accurate, current, and truthful and is not misleading.

You can access your personal area at any time after logging in with your login and password.

4.3. Account access and security

You are responsible for maintaining the confidentiality and security of your login and password to access your Account.

You are strongly advised to change your password at regular intervals through your Account and to use a secure password, avoiding easily identifiable combinations. Vitality may impose an expiry date on the User’s password after which the User will be prompted to change their password.

If the User has reason to believe that their login details (in particular, username or password) have been lost, stolen, misappropriated, or otherwise compromised, or if there has been any unauthorised use of their Account, the User must immediately notify Vitality by email at [email protected] In the absence of such notification, any use of the Account or Platform is deemed to have been made by the User.

In such a situation and/or where there is a potential or known threat to the security or confidentiality of the Account and associated data, the User authorises Vitality to take all appropriate steps to prevent unauthorised access to the Account (e.g., resetting the password and user ID, blocking current and/or future transactions or suspending access to the Account).

4.4. Access and security of your Wallet

You are responsible for maintaining the privacy and security of your Wallet.

You understand and agree that Vitality has no control over your Wallet and cannot access it.

In the event of the loss of your access details and/or compromise of your private cryptographic key, you understand and agree that Vitality has no means of recovering or restoring control of your digital assets and/or NFTs to you.

5. GENERAL RULES FOR JOINING THE LOYALTY PROGRAMME

5.1. Choice of access path to the Loyalty Programme

The V.HIVE Loyalty Programme allows you to earn Rewards for quests offered by TEAM Vitality.

You can participate in the Loyalty Programme by following one of the two distinct paths available on V.HIVE, it being specified that the Quests and Rewards will not be the same depending on the path followed:

  • Track 1: access to the Loyalty Programme by simply creating your Account on V.HIVE;
  • Track 2: access to the Loyalty Program by creating your Account on V.HIVE and then connecting your Wallet to V.HIVE. This path gives access to more Quests than Track n°1, and to specific games, such as the “dress-up game”.

5.2. Participation in Quests and Awards

Once you have chosen your path, you can participate in the Quests and receive the associated Rewards.

TEAM Vitality reserves the right to delete, modify or add to the Quests at any time without compensation.

TEAM Vitality reserves the right to delete any Reward at any time, or to replace it in whole or in part with another Reward of equivalent value. The Reward may not be contested in any way, nor may it be exchanged or replaced for cash, in whole or in part, for any reason whatsoever. The Reward must be taken as is.

There are various types of Quests that will allow you to earn Rewards, including:

Connecting V. HIVE to your social networks, your digital fan engagement will be recognised and rewarded with Rewards.

Completing specific quests that will also allow you to earn Rewards.

For each Reward, specific benefits, offers, or gifts are provided by TEAM Vitality. Vitality reserves the right at any time to remove, modify or replace all or part of the benefits or gifts offered by TEAM Vitality.

TEAM Vitality reserves the right at any time to offer special, time-limited offers to all or some of its Users. Vitality also reserves the right to restrict certain Rewards to a specific geographic area or jurisdiction.

Any modification or cancellation of a Reward by a User does not entitle the User to a refund or exchange.

5.3. Experience points and overall ranking

Accumulated Rewards generate experience points, XP, the amount of which varies depending on the Quest.

These XP reward your involvement and allow a ranking to be established at the end of each season, the duration of which will be determined by TEAM Vitality, between all V.HIVE users, according to the number of XP accumulated per User.

This ranking may give rise to Rewards, the number of XP to be reached to receive them will be determined by TEAM Vitality and may change from one season to another.

6.SPECIFIC CONDITIONS FOR JOINING THE LOYALTY PROGRAMME VIA TRACK 2

6.1. Holding a Wallet

In order to access the V.HIVE Loyalty Programme via Track 2, you must have a Wallet compatible with the Tezos blockchain. Indeed, Vitality does not have a Wallet service. In order to store, read and/or claim NFTs, you must have a Wallet, compatible with the Tezos blockchain network. If you do not already have one, you will need to create one.

You alone will be responsible for keeping the passwords or “seed phrase” and keys associated with your Wallet that allow control over your Blockchain Addresses.

Please note that:

  • Wallets are provided by the creator of the Wallet you have chosen and not by Vitality. The terms and conditions applicable to your use of the Wallet are those provided by the Wallet creator. Please read them carefully and agree to them before creating your Wallet.
  • the public address of your Wallet will be made publicly visible each time you engage in an NFT transaction.
  • the Wallet provider may charge you a fee for the service they provide.
  • Vitality will not be liable for any loss resulting from your use of the Wallet.

6.2 Acquisition of NFTs

As part of the Loyalty Program, TEAM Vitality may offer or make available for sale NFTs via a Tezos Blockhain-enabled Platform that will allow you to participate in Quests, and/or benefit from TEAM Vitality-related experiences and events.

The NFT will be registered in the Tezos Blockchain.

You represent and warrant that you are not acquiring NFTs for any other purpose, including, but not limited to, as a substitute for currency or as a means of exchange, resale or redistribution and that you are not acquiring any equity or other ownership interest or right to profit participation in Vitality as a result of your acquisition of NFTs. You also acknowledge that NFTs are not financial instruments or regulated digital assets.

To purchase an NFT, you are required to follow the instructions and agree to the terms of the Platform. The purchase of the NFT will be subject to you holding a Tezos Blockhain compatible Wallet, without which the transaction cannot take place.

6.3. Transaction of NFTs on the secondary market

You may decide to transfer or resell the acquired NFT(s) to a third party via any Tezos Blockchain-enabled marketplace.

In this case, you undertake to transfer your NFT(s) only to a user who has a Tezos Blockchain compatible Wallet. In case you transfer your NFT(s) to a non-compatible Wallet, your NFT(s) will be lost or destroyed.

Any transfer must be made in accordance with the terms and conditions applicable to the marketplace used, the Smart Contract, and all applicable laws, regulations, regulatory guidelines, and other rules.

Vitality or any agent may charge a fee based on the total value of the transaction for each transfer of NFTs that you make through a marketplace. If so, it will be deducted from the purchase price received by the seller via the Smart Contract. The marketplace used may also charge you a fee.

Vitality does not guarantee the future value of the NFT awarded: this value is independent of Vitality, inherently subjective and may be affected by factors beyond its control.

6.4. Intellectual Property on NFTs

You understand and agree that the Content is protected by intellectual property law and that the acquisition or ownership of an NFT does not transfer the intellectual property rights in the Content to you or make you the owner of the intellectual property rights in the Content.

These elements remain the exclusive property of Vitality. As such, you may not reproduce, represent, adapt, translate and/or transform, in whole or in part, or transfer to another application or website any of the Content except as provided in the licence agreement below. Failure to comply with this prohibition may constitute an act of counterfeiting for which the author may be held civilly and criminally liable.

Vitality grants you a limited, worldwide, non-exclusive, revocable, non-transferable licence (except in the case of a transaction as described in clause 5.3) to display and perform the Content of the NFT in any medium for your personal, non-commercial use only, for the duration of the ownership of the NFT.

Accordingly, you must not, directly, or indirectly:

  • modify the Contents in any way, including, but not limited to, using its shape, design, drawing, attributes, features, or colours.
  • use the Contents to advertise, market or sell a product or service.
  • use the Materials in recordings, videos or any other form of media or art, except for your personal, non-commercial use.
  • sell, distribute, or market in any way goods that include, contain or consist of the Materials.
  • attempt to register, use any trademark, copyright, or otherwise acquire or protect any additional intellectual property rights in the Materials.
  • use the Materials in any way for your or any third party’s commercial benefit.
  • separate or dissociate the Content from the NFT with which it is associated.

All rights not expressly granted are reserved to Vitality.

6.5. Taxes and fees

You are solely responsible for the payment of any current or future taxes or levies imposed on you by any taxing authority in connection with your use of your NFT(s), including any taxes or levies that apply to any transaction you may enter into as a result of your acquisition.

Vitality has no control over the determination of any withholding, sales, use, value-added, transaction or other taxes that may apply to the holding of NFTs or to the transaction, or any gas fees charged by the miners/validators of the Blockchain.

6.6. Limitation of risk and liability

In no event shall Vitality be liable for:

for indirect, incidental, consequential, or other non-direct damages of any kind related to the use of the NFTs.

any transaction between you and any third party and shall have no liability in connection with any such transaction.

the use of certain networks, services and/or platforms – such as, but not limited to, the Tezos Blockchain, smart contracts, a Wallet, digital asset buying and selling platforms operated by third parties. These third-party services are provided on the terms or policies of the providers offering them and are solely responsible for the services they provide.

risks resulting from any legal changes or developments in the legal and regulatory provisions in the areas relating to Blockchain-based services, digital assets, and crypto-assets of any kind. Indeed, new regulations or changes in the interpretation of existing laws and regulations may significantly affect the qualification and/or transfer and/or viability and/or value of NFTs the future and future developments of Vitality. Vitality shall not be liable for any loss or damage you may suffer as a result of such developments.

Finally, you acknowledge that NFTs are still an emerging technology, not specifically regulated, and not endorsed by any government.  Therefore, you accept the following risks:

  • all risks associated with the use, transfer and possession of NFTs, including, but not limited to, those resulting from technological malfunction, hacking, fraud, theft, or loss of password, and more generally all risks associated with the volatility of the NFT, which may have a material adverse impact on the use and value of the NFT.
  • risks related to upgrades, modifications, or failures of the marketplaces or blockchains used, which may have a negative impact on all assets using these technologies, including NFTs
  • tax-related risks. No communication from the Company should be construed as legal, tax or financial advice. You acknowledge that you have obtained sufficient information to make an informed decision to hold one or more NFTs and you understand and agree that you are solely responsible for determining the acceptability of these risks to yourself.

7. INTELLECTUAL PROPERTY OF THE APPLICATION

The systems, software, structures, infrastructures, databases, codes and content of any kind (text, images, visuals, logos, trademarks, databases, etc.) contained on V.HIVE are protected by all intellectual property rights or database producers’ rights in force. Any disassembly, decomplication, decryption, extraction, reuse, copying and more generally, any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the prior authorisation of Vitality is strictly forbidden and may be subject to legal proceedings.

8. PERSONAL DATA

You are informed that the personal data collected by Vitality as part of your membership of the Loyalty Programme (social networks, email address, public address of your Wallet) are necessary for the management of the Programme.

To find out more about the processing of your personal data and how to exercise your rights, please refer to Vitality’s personal data policy.

9. INDEMNITY

You indemnify Vitality against all claims, demands, actions and/or causes of action that Vitality may suffer because of your breach of any of your obligations or warranties under these Terms of Use.

You will defend, indemnify, and hold Vitality harmless from and against any and all claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) that Vitality may incur as a result of, among other things:

  • your violation of the Terms of Use;
  • your violation of any law or the rights of a third party;
  • any other activity in connection with the acquisition and/or transfer of NFT.

10. RIGHT OF WITHDRAWAL

You are informed that you have a right of withdrawal within 14 (fourteen) days of your registration on V. HIVE. You may exercise this right by contacting Vitality at the following address Service Juridique, 102 Boulevard de Sebastopol, 75010 PARIS, before the expiry of the period. However, you are expressly informed and accept that in the event of your first participation in the Loyalty Programme, before the expiry of the above-mentioned period, you expressly waive your right of withdrawal, which cannot be exercised, in accordance with article L.221-28 of the Consumer Code.

Given the nature of the NFT as digital content whose execution is instantaneous, you acknowledge that you have been informed that your right of withdrawal cannot be exercised as provided for in Article L.221-28 paragraph 13 of the French Consumer Code, which you accept without reservation.

Furthermore, you acknowledge that you are taking all NFT as is and that the guarantee for hidden defects is excluded.

In any event, Vitality cannot be held responsible for any non-conformity due to your negligence or misuse of an NFT, if it is not used in accordance with its intended purpose.

11. LIMITATION OF LIABILITY

Vitality endeavours to keep V.HIVE available at all times. However, Vitality cannot guarantee that V.HIVE will always be available and accessible. Vitality may be required to temporarily suspend all or part of V.HIVE for technical maintenance reasons.

It is also specified that the Internet and computer and telecommunications systems are not error-free, and that interruptions and breakdowns may occur. Vitality cannot provide any guarantee in this regard and therefore cannot be responsible for any damage inherent in such use of the Internet, computer, and telecommunications systems.

Vitality declines all responsibility, without this list being restrictive:

  • for any interruption of V. HIVE ;
  • for the occurrence of bugs.
  • for any damage resulting from fraudulent intrusion by a third party leading to a modification of the information made available on V. HIVE;
  • and more generally for any damage, direct or indirect, whatever the cause, origin, nature or consequences, caused by the access of anyone to V.HIVE or the impossibility of accessing it, as well as the use of V.HIVE and/or the credit given to any information coming directly or indirectly from the latter. In particular, Vitality accepts no responsibility for any damage that may be caused to the User’s computer equipment as a result of accessing V.HIVE, using or downloading any of its content (data, text, images, videos or sounds etc.).

Vitality can only be held liable for direct damages, to the exclusion of all other damages of any nature whatsoever. Related indirect damages such as, but not limited to, loss of profits or revenue.

12. DURATION, SUSPENSION AND TERMINATION

12.1. Duration

The Terms of Use are concluded for an indefinite period from the date of their acceptance. They remain in force if the User accesses or uses the Application.

12.2. Suspension

Failure to comply with these Terms of Use may result in the suspension of your rights to access and use V.HIVE, immediately and without notice, without Vitality being liable for such failure and without affecting its legal rights and obligations.

12.3. Termination

Each User is free to terminate the Terms of Use at any time by sending an email to the following address: [email protected]

In the event of a serious or repeated breach of one or more of the provisions of the Terms of Use, Vitality may terminate the TOS without notice.

Termination of the TOU will result in the termination of access to the Application.

13. INFORMATION CONTAINED ON V. HIVE

Inaccuracies or omissions may appear in the information available on V.HIVE, particularly as a result of third parties. Vitality undertakes to remove inaccuracies or to complete the information on V.HIVE as soon as possible.

Hyperlinks may be set up on V.HIVE and may lead you to websites or applications published by third parties whose content Vitality does not control. Accordingly, and to the extent that hyperlinks have been included on V.HIVE solely for the purpose of facilitating your browsing of the Internet, your use of third party sites or applications will be at your sole discretion and responsibility.

14. MISCELLANEOUS

If a translation of this agreement is provided to you, the original French version shall prevail.

The TOU supersedes any negotiations, statements and agreements that may have existed previously.

If any provision of the TOU is found to be void or invalid in whole or in part, the validity of the remaining provisions of the TOU shall not be affected.

The failure of Wecasa or a User to exercise its rights under the GTCU does not constitute a waiver of such rights.

15. MEDIATION

In accordance with articles L. 611-1 et seq. of the Consumer Code concerning the amicable settlement of disputes, Vitality adheres to the mediation services of Financial Markets Authority (AMF).

The Mediator’s service may be referred to, after unsuccessful attempts at amicable resolution of the dispute, for any consumer dispute which has not been resolved. Referral to the Ombudsman may be made either by post by writing to 17, place de la Bourse -75082 Paris Cedex 2 or by e-mail by completing the online referral form at the following address:

https://www.amf-france.org/fr/le-mediateur-de-lamf/votre-dossier-de-mediation/vous-voulez-deposer-une-demande-de-mediation

16. APPLICABLE LAW – JURISDICTION

These Terms of Use are subject to French law.

Any dispute relating to the conclusion, performance or interpretation of the Terms of Use shall be submitted to the competent courts of Paris.

Pursuant to Article R. 631-3 of the French Consumer Code, the consumer may choose, in addition to one of the territorially competent courts under the French Code of Civil Procedure, the court of the place where he or she lived at the time of the conclusion of the contract or of the occurrence of the harmful event.