1. Purpose

These Terms of Use (hereinafter the “Terms”) are intended to define the conditions of access, use, and operation of the Fluenceur platform, operated by the company FLUENCEUR, a French simplified joint-stock company (société par actions simplifiée) with a share capital of 10,000 euros, registered with the Rennes Trade and Companies Register under number 106 538 960, with its registered office at 5 Allée de la Grande Treille, 35000 Rennes, France (hereinafter the “Publisher”).

The Platform enables advertisers (hereinafter the “Companies”) to create affiliate programs and to associate Affiliates with them, whether identified through their social activity (e.g., mentions on Instagram) or invited directly (e.g., by email or via the Platform’s secure messaging).

An “Affiliate” means any natural or legal person, content creator, customer, professional, or external contact, who agrees to join an affiliate program offered via the Platform, regardless of the recruitment method. This term therefore covers any person carrying out a content creation or influencer activity, acting for commercial or professional purposes.

By accessing the Fluenceur platform (hereinafter the “Platform”), users (hereinafter the “User”, meaning any natural or legal person, whether a company representative or an Affiliate) agree to comply with these Terms without reservation.

These Terms apply to any User (Company or Affiliate) accessing or using the Platform, in any capacity whatsoever.

The Platform also enables Companies to offer content creators sponsored collaborations (hereinafter “Collaborations”), consisting in the production and publication of content defined in a brief, in consideration of a lump-sum remuneration or of a product provided free of charge.

A “Creator” means any natural or legal person carrying out a content creation activity who accepts a Collaboration offered via the Platform. A Creator is not necessarily an Affiliate: the two capacities are independent and are governed by separate sections of these Terms.

Fluenceur makes available to Creators a mobile application (hereinafter the “Application”) enabling them to manage their Collaborations, to submit their deliverables and to receive their payments.

2. Access to the service

Access to the Platform is open to any adult having legal capacity to enter into a contract or validly representing a legal entity. Registration is required to access the full features of the Platform.

The Publisher reserves the right to refuse access to any person who does not meet the registration requirements or whose prior use of the Platform has been deemed contrary to these Terms.

3. Account creation

Creating an account on the Platform is mandatory to benefit from its services. The User undertakes to provide accurate, complete, and up to date information. The User is solely responsible for the confidentiality of their credentials and for any activity carried out from their account.

4. Contractual commitment between the Company and the Affiliate

When a Company invites an Affiliate to join an affiliate program via the Fluenceur Platform, the Affiliate receives an invitation by email (magic link) or via the Platform’s secure messaging, including in particular the name of the relevant program as well as the proposed commission rate.

By clicking on the unique access link (magic link) contained in this invitation, the Affiliate accesses a secure signup interface enabling them to create their account and access their personal affiliate portal. Before any effective activation, the Affiliate must:

• review the Affiliate terms applicable to the Platform
• tick the box confirming express acceptance of these terms

Acceptance of these Affiliate Terms, materialized by this click, constitutes an electronic signature within the meaning of Article 1367 of the French Civil Code and Article 26 of Regulation (EU) No 910/2014 (eIDAS). It results in a firm contractual commitment between the Affiliate and the Company under the terms of the program.

Once the account is activated, the Affiliate accesses their secure personal portal, where the following are available:

• detailed program information (compensation type, commission rate, duration, discount code where applicable)
• their unique affiliate link, their discount code
• tracking of sales, generated commissions, and payments

4 bis. Sponsored Collaborations

4 bis.1 The accepted brief constitutes the contract

When a Company offers a Collaboration, the Creator receives a personal link giving access to the brief.

The brief sets out the full identity of the Company and that of the Creator, the nature and number of the expected content items, their formats and their distribution media, the publication period, the agreed remuneration or the value of the product provided free of charge, the rights to use the content granted to the Company together with their duration and their territory, and the payment terms.

Acceptance of the brief by the Creator, after verification of their email address by a code, forms a written contract between the Company and the Creator, concluded by electronic means and time-stamped. That contract constitutes the commercial influence contract within the meaning of article 8 of French Act No. 2023-451 of 9 June 2023. The full content of the brief is frozen at the time of acceptance; subsequent amendments of the brief by the Company have no effect on Collaborations already accepted. At the time of acceptance, the Creator declares their country of tax residence, which is incorporated into the contract.

These Terms and the General Terms and Conditions of Sale (CGV), in the version in force on the date of acceptance, form an integral part of that contract. They carry the submission to French law and the competent jurisdiction, whatever the residence of the parties. The version of these Terms and the payment condition shown to the Creator at the time of acceptance are recorded with the acceptance. They are never rewritten afterwards: a Collaboration remains governed by the text the Creator had before them.

The Creator declares that they subscribe, where their activity so requires, to the civil liability insurance provided for by the applicable regulations. A Creator established outside the European Union, the European Economic Area or the Swiss Confederation declares that they have appointed a legal representative established in the European Union.

Fluenceur is not a party to that contract: the Platform provides the support for its conclusion, its performance and its proof. For remunerated Collaborations it adds the holding of the provisioned sums and the settlement of disagreements, under the conditions provided for in the GTC.

4 bis.2 Creator account

Acceptance of a Collaboration entails the creation of a Creator account with the verified email address, if no account exists for that address. That account gives access to the Application. If the address is already attached to a Creator account, the Collaboration is attached to it. An address already used by an account of another nature cannot be used to accept a Collaboration; the Creator is then asked to choose another one.

The beneficiary of the payment of a remunerated Collaboration is always the account holding the invited creator identity, and never the address that entered the acceptance code.

4 bis.3 Deliverables, validation and revisions

The Creator submits their deliverables via the Application. The Company has seven days from the recording of content by the Platform to validate or reject it. Failing an answer within that period, the deliverable is deemed validated and the Creator is informed.

Any rejection is reasoned and the reason is communicated to the Creator. A same deliverable may not be rejected more than three times: after the third rejection, the Company either validates the deliverable or opens a dispute.

The conformity of a deliverable is assessed against the accepted brief alone. A requirement that does not appear in it cannot ground a rejection, and exchanges outside the Platform are not enforceable against the Creator.

For a remunerated Collaboration, no deliverable can be validated or rejected before the Company has provisioned the Collaboration. The production deadlines run from that provision.

The Collaboration is closed when the last expected deliverable is validated. It is also closed when the Company waives the remaining deliverables; in that case the Creator receives the agreed remuneration in full and the waived deliverables are identified as such.

4 bis.4 Transparency and compliance of content

The Creator undertakes to disclose the commercial nature of their publications in accordance with the applicable regulations, in particular by the explicit mention of the commercial collaboration required by the Act of 9 June 2023. The brief may impose specific mentions or platform labels; compliance with them forms part of the conditions for validating the deliverables.

Content that is unlawful or contrary to that transparency obligation allows the Company to open a dispute at any time, irrespective of the number of rejections already used.

4 bis.5 Withdrawal, abandonment and early termination

The brief specifies the cases in which the Collaboration ends without payment: refusal by the Creator, expiry of the offer, withdrawal by the Company before acceptance, or abandonment before any publication. A Company may not abandon a Collaboration for which content has already been published. The abandonment is reasoned, and the reason is communicated to the Creator.

As long as no content has been published, the Creator may withdraw from a Collaboration they have accepted, from the Application or from the offer page using the code received to accept it. A reason is optional. The Company is informed.

Once content has been published, withdrawal is no longer possible. A Creator who considers themselves prevented from finishing reports the situation to Fluenceur under 4 bis.7.

Where the Company does not provision a remunerated Collaboration within the period provided for in the GTC, the Collaboration ends without payment and without fault on the Creator’s part. The Creator is informed and remains free of any obligation.

4 bis.6 Payment of a remunerated Collaboration

For a remunerated Collaboration, the Company settles the agreed remuneration as soon as the Creator accepts, before any performance begins. The sums are held by Fluenceur with its payment service provider and paid to the Creator on closure of the Collaboration, after verification of the Creator’s identity by that provider.

The Creator receives the agreed remuneration in the following cases, and in those cases only:

• Closure, all deliverables validated or waived by the Company: the agreed remuneration in full.
• Dispute decided in favour of the Creator: the agreed remuneration in full.
• Abandonment by the Company before any publication: nothing; the Collaboration ends without payment.
• Withdrawal by the Creator before any publication: nothing; the Collaboration ends without payment.
• End deadline reached with no publication and no extension: nothing; the Collaboration ends without payment.
• Dispute decided in favour of the Company: nothing; the Collaboration is cancelled and the Company refunded.
• Payment disputed by the Company with its bank, the sums being taken back: nothing; the Collaboration is cancelled and the Creator is informed.
• Collaboration closed but payment impossible at the end of ninety days: nothing from Fluenceur; see 4 bis.8.

The remuneration paid to the Creator is never reduced by the platform fee, which is borne exclusively by the Company.

4 bis.7 Reporting to Fluenceur and dispute

The Creator may report to Fluenceur any disagreement relating to the performance of a remunerated Collaboration, from the Application or from the offer page, once only per Collaboration. The report is reasoned and opens a dispute.

As long as the dispute is open, no payment or refund occurs, the validation periods are suspended, and each party has access to the reason invoked by the other.

Fluenceur decides on the sole basis of the accepted brief, the deliverables submitted and the log of the Collaboration, within five business days. The decision is reasoned, communicated to both parties, and has two outcomes only: the Collaboration is closed and the Creator paid, or it is cancelled and the Company refunded. No apportionment is decided.

That decision bears on the treatment of the sums held by Fluenceur. It deprives the Creator of none of their rights against the Company, nor of their right to bring proceedings before the courts.

4 bis.8 Payout account and the ninety-day period

Payment of a remunerated Collaboration requires the Creator to hold an active payout account with Fluenceur’s payment service provider, opened from the Application and subject to the identity verification carried out by that provider. Fluenceur neither collects nor stores identity documents.

As long as that account is not active, the sum remains held and the Creator is invited to activate it. The absence of an active account prevents neither accepting a Collaboration, nor performing it, nor closing it.

At the end of a period of ninety days from the payment by the Company, if the Collaboration could not be closed or if the sum could not be paid to the Creator, Fluenceur refunds it to the Company and informs the Creator.

That refund brings to an end the mission entrusted to Fluenceur. It does not extinguish the Creator’s claim against the Company in respect of a Collaboration performed: the Company remains its debtor until effective payment, outside the Platform.

5. Archiving and proof of consents

Fluenceur retains, under security conditions compliant with industry standards, evidence of acceptances and consents expressed by Users on the Platform, including agreements entered into between Companies and Affiliates within the scope of affiliate programs. These elements are archived in a manner ensuring their integrity, confidentiality, and accessibility in the event of a dispute or regulatory request.

In accordance with Article 1368 of the French Civil Code, these electronic records are deemed reliable and admissible as evidence to the same extent as a writing on paper.

6. User obligations

6.1 Verification of Affiliate status

Fluenceur implements a declarative verification process upon Affiliate registration. The Company nevertheless acknowledges that the accuracy of tax information provided by the Affiliate remains the sole responsibility of the Affiliate.

6.2 Disclaimer of liability of the Company and Fluenceur

By accepting these Terms, the Affiliate acknowledges that the Company and Fluenceur are not required to verify the Affiliate’s legal or tax status, nor to perform prior checks. The Affiliate undertakes to assume full responsibility for all legal, tax, and social consequences related to the income received, without the Company or Fluenceur being held liable in case of non compliance.

6.3 Mandatory notification in case of status change

The Affiliate undertakes to immediately inform Fluenceur and the Company in writing of any change to their legal, tax, or social status. Any failure to notify shall entail the Affiliate’s exclusive liability and exclude that of Fluenceur and the Company.

6.4 Legal effects

This clause is intended to clearly allocate responsibilities between the parties and to limit, to the extent permitted by law, the verification obligations borne by the Company and Fluenceur. In France and in the EU, the Affiliate’s autonomy and the above disclaimer are compatible with contractual liability principles, so as to limit risks for Companies

Each User undertakes to:

• use the Platform in compliance with applicable laws and regulations
• not divert the purposes of the Platform (fraud, commission circumvention, spamming, etc.)
• respect Fluenceur’s and third parties’ intellectual property rights
• not publish unlawful, defamatory, insulting, pornographic content, content inciting hatred or violence, or content infringing applicable regulations
• comply with the rules set by French Law No. 2023 451 of 9 June 2023 on commercial influence on social networks

7. Intellectual property

All elements composing the Platform (texts, visuals, software, trademarks, logos, databases, etc.) are protected by intellectual property law. Any reproduction, distribution, or use without written authorization is strictly prohibited.

8. IT security and fraud prevention

Fluenceur implements appropriate technical and organizational measures to ensure the security, confidentiality, and integrity of data stored and exchanged via the Platform. However, each User is responsible for ensuring the security of their own digital environment and undertakes not to compromise, voluntarily or otherwise, the security of the Platform.

Any attempt at fraud, unauthorized access to third party accounts, manipulation of affiliate programs, or misappropriation of financial flows is strictly prohibited and may lead to legal proceedings, immediate account suspension, and permanent profile deletion.

In the event of suspension or deletion, the User will be informed by email of the reasons for the decision, except in cases of manifest fraud, security risk, or legal obligation to the contrary.

Fluenceur reserves the right to cooperate with competent authorities and to provide any useful information to identify the perpetrators of fraudulent or malicious acts.

9. Liabilities

9.1 Limitation of liability

The company FLUENCEUR acts exclusively as a technical intermediary and a platform connecting Companies (principals) and affiliates (Affiliates). As such:

• Fluenceur does not, in any way, participate in the contractual, commercial, financial, or legal relationships formed directly between Companies and Affiliates within the scope of affiliate programs.
• Fluenceur is neither a party to affiliate contracts entered into between Users, nor a guarantor of the proper performance of contractual obligations, commission payments, compliance of published content, or the quality of products or services sold by Companies.
• Fluenceur provides technical services, notably tracking, automation, and, where applicable, payment processing and issuance of third party billing documents in accordance with applicable mandates, without becoming a party to the contract concluded between the Company and the Affiliate.
• Fluenceur shall not be held liable for disputes, commercial litigation, contractual breaches, late payments, non compliance, indirect damages, loss of opportunity, customers, or reputation arising from the relationships between contracting parties.
• Each User remains solely responsible for their commitments and for compliance with applicable laws and regulations in the context of their activity.

Fluenceur does not guarantee continuous availability of the service, which may be temporarily suspended for technical reasons or maintenance. In the event of prolonged unavailability, information will be communicated as soon as possible.

Fluenceur nevertheless undertakes to cooperate in good faith in the event of a dispute reported via its support, without this constituting any acknowledgment of liability.

Fluenceur’s liability shall not exceed the total amount paid by the User during the twelve (12) months preceding the event giving rise to the damage.

9.2 Use of UGC (User Generated Content)

Content (photos, videos, publications) identified via the Instagram integration and made accessible in the Platform interface may only be used by the Company for internal consultation purposes, creator qualification, and campaign management.

Any download or external reuse of such content (for commercial, advertising, or public distribution purposes) is strictly subject to obtaining the prior express and written consent of the relevant creator, through the discussion thread integrated into the Platform or by any other documented means.

Fluenceur grants no intellectual property rights or license over the content displayed. The Company remains solely responsible for any unlawful or unauthorized use of downloaded media, in particular with regard to intellectual property law or image rights.

For Collaborations, the rights to use the content by the Company are those defined in the accepted brief, supplemented where applicable by the usage authorizations concluded through the Platform’s usage rights mechanism. In the absence of any stipulation, the content remains the exclusive property of the Creator and the Company holds no exploitation right beyond consultation on the Platform.

10. User conduct charter

Each User undertakes to:

• behave respectfully towards other members
• respect commitments made within affiliate programs
• refrain from any misleading, aggressive communication or any communication contrary to the legitimate interests of Fluenceur or its users
• use the Platform in good faith
• contribute to the quality of the collective experience on Fluenceur

Any breach may result in a warning, suspension, or account deletion, without prejudice to potential legal action.

11. Personal data

The collection and processing of Users’ personal data are carried out in accordance with the GDPR. See Fluenceur’s Privacy Policy.

12. Account suspension or deletion

In the event of a breach of these Terms, Fluenceur reserves the right to suspend or delete a User account. This measure may take effect immediately in cases of fraud, security risk, serious breach, or manifest abuse. The User is informed by email of the reasons for the decision, except where otherwise required by law.

13. Amendment of the Terms

Fluenceur reserves the right to amend these Terms at any time. Amendments will be notified to Users and will enter into force within thirty (30) days from publication. Continued use of the Platform constitutes acceptance of the updated Terms.

14. Governing law and jurisdiction

These Terms are governed by French law. In the event of a dispute, exclusive jurisdiction is attributed to the competent courts of Rennes.

15. Usage limitation and non competition

The User undertakes not to use the Platform for the development or promotion of a competing service, nor to systematically extract or reuse all or part of the data accessible via the Platform.

16. Force majeure

Fluenceur shall not be held liable for any failure to perform its contractual obligations in the event of a force majeure event.

17. Applicable version and proof of acceptance

Fluenceur retains a timestamped copy of each version of these Terms. The electronically accepted version shall prevail between the parties.

18. Allocation of responsibilities under the GDPR

Depending on the nature of the processing, Fluenceur acts as a data controller or a processor within the meaning of the GDPR for data processed in the context of managing the Platform. Each Company registered on the Platform may be an independent data controller for the data it collects and processes for its own purposes.

Each party undertakes, upon request, to formalize a data processing agreement compliant with Article 28 of the GDPR when personal data processing is carried out on behalf of the other.

19. References to other contractual documents

These Terms are supplemented by the General Terms and Conditions of Sale (CGV), the Privacy Policy, and the Cookie Policy.

These Terms are drafted in French. In the event of translation into another language, only the French version shall prevail between the parties in the event of a dispute, interpretation, or discrepancy between versions.