Terms and Conditions

Last updated : September 30, 2024

1. PREAMBLE

These general terms and conditions of sale (hereinafter referred to as the "T&Cs") apply to all services subscribed to between AURA CORP. (hereinafter "AURA CORP."), a simplified joint-stock company with a capital of 18,000 euros, registered with the Trade and Companies Register of Nantes under the number 889 463 519, with its registered office located at 4 rue Voltaire 44000 NANTES, and its client (hereinafter referred to as "the Client").

AURA CORP. provides its Clients with the Loyoly platform https://www.loyoly.io/ (hereinafter referred to as the "Platform") which allows its Clients to customize a Module (as defined below) for animating and retaining their community and add this Module to their own website. This Module allows them to engage and retain their community of clients, prospects, and influencers by offering them Missions (as defined below).

These T&Cs prevail over any contrary clauses that may appear in the Client’s documents, including their general terms of purchase, unless expressly agreed otherwise between the Parties. AURA CORP. reserves the right to deviate from certain clauses of these T&Cs based on negotiations conducted with the Client by establishing a Quote and/or special conditions.

AURA CORP. and the Client are hereinafter individually referred to as a "Party" and collectively as the "Parties."

2. DEFINITIONS

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

3. SERVICE

The details of the Services subscribed to by the Client are outlined in the Quote, or in the dedicated tab on the Platform.

3.1. Access conditions for the Services

• The client is :
  • a natural person with legal capacity,
  • or a legal entity acting through a natural person with the power or authority required to enter into a contract in the Customer's name and on his behalf.

• The Customer is a professional, defined as any natural person or legal entity acting for purposes relating to its commercial, industrial, craft, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.

• The Customer operates its Site via an e-commerce service provider (the “E-commerce Service Provider”) to which AURA CORP. may interface in order to provide the Services. The Customer declares that it has the necessary authorizations to benefit from the Services and in particular to integrate the Modules on the Site.    

3.2. Definitions of accessible services

In particular, the Platform enables the Customer to benefit from several types of Services, accessible and modular depending on the Offer chosen:

• Create the Missions offered to Users, and the procedures for carrying them out;
• Create Rewards, generate promotional codes via the Platform, and organize the payment of Rewards to Users, depending on the Offer chosen;
• Access to a library of User-generated content centralized on the Platform, depending on the Offer chosen;
• Set up payment for Rewards associated with Missions entrusted to Users;
• Track Users' activity, including the Missions they have completed;
• Access a standard or advanced dashboard, providing an overview of the performance of loyalty programs, and tracking the Missions and Rewards to be allocated to Users;  
• Target and parameterize Missions according to User type;
• 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.

AURA CORP. reserves the right to offer any other Service, in particular personalized consulting or development services, which will be subject to an additional Quotation.

The Customer may also subscribe to additional services by contacting AURA CORP. customer service.

3.3. How to subscribe to an Offer

The Customer may subscribe to an Offer, either by requesting a quotation directly from AURA CORP., or by subscribing to the free trial period of the Services, which can be activated via the link https://app.loyoly.io/app/sign-up.  

The Offer, whether presented on the Site or on a Quotation, to which the Customer has subscribed, constitutes special conditions, taking precedence over the present T&C.

Offer prices depend in part on the volume of orders placed on the Site.  

Customers who place more than 5,000 orders per month on their Site may not subscribe to an Offer via the Platform, and must request a personalized quotation.

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 suitable and will subscribe to the chosen Offer, for the duration of his choice.

4. EFFECTIVE DATE - CONTRACT DURATION

The T&C come into force on the date of signature by the Customer on the Platform, or on the date of signature of the Quotation with which the present T&C are sent, for the period indicated on the Quotation or on the Offer presented on the Platform to which the Customer has subscribed or via the link.  

All Offers are tacitly renewed for an equivalent period, unless terminated by one of the Parties no later than :

• 15 days before the end of the current period for monthly Offers,
• 3 months before the end of the current period for annual Offers.

5. PRICE - TERMS OF PAYMENT

5.1. Service prices

The Price of Services appears in the Quotation or on the Platform and is available at https://www.loyoly.io/plans.

The Quotation or Platform specifies the price of the Offer subscribed to, which is calculated according to the formula chosen by the Customer and the volume of orders on the Customer's Site. The Offer subscribed to 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 via the e-commerce Service Provider.

In any event, AURA CORP. may, at its discretion, request any element that may justify the number of orders declared by the Customer.

In the event that the Customer does not use all of the rights acquired hereunder and as defined in the Quotation (for example: number of Users, options subscribed to, number of Missions, etc.), the Customer is hereby informed that AURA CORP. will not proceed with any revision of the Price.

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

5.2. Overrun commissions

If the Customer exceeds the number of orders provided for in the Offer to which he/she has subscribed, the Customer acknowledges that the excess orders will be invoiced in addition, in accordance with the conditions set out in the Offer.  

5.3. Terms of payment - Late payment penalties

The Customer shall pay invoices for Services by direct debit or bank transfer, at the discretion of AURA CORP. To this end, the Customer agrees to a direct debit mandate in favor of AURA CORP. when signing the T&C.

For annual subscriptions, the Price is debited at once, on the first day of the first period and of each renewal, unless otherwise specified in the Quotation.

For monthly subscriptions, the Price is debited monthly on the first day of the first period and of each renewal.

Failure by the Customer to make payment following failure of the direct debit will result in the application of late payment interest equal to three times the legal interest rate, without prior formal notice, from the due date until full payment of the Price, and the payment of a flat-rate indemnity for collection costs of forty (40) euros, without prejudice to any damages that AURA CORP. reserves the right to seek by legal action.

Following total or partial non-payment of the sums due by the Customer, and after formal notice has remained unsuccessful within ten (10) days of its receipt, AURA CORP. may suspend the supply of Services or terminate the contract, without prejudice to damages which AURA CORP. reserves the right to seek by legal action.

6. INTELLECTUAL PROPERTY

6.1. Platform license

AURA CORP. grants the Customer, who accepts it, a personal, non-exclusive, non-transferable and non-assignable right, for the whole world and for the duration of the contract, to use the Platform, for the sole purpose of using the Services, under the conditions and within the limits of the acquired rights, specified in the contract.

Use of the Service is understood to mean use by the Customer and Users in the context of their professional needs and for the purposes of building customer loyalty.

In the context of this right of use, the Customer therefore undertakes, without the express prior consent of AURA CORP. and subject to civil and criminal penalties, not to :

Reproduce or have reproduced all or part of the Platform, temporarily or permanently, in any way whatsoever, on any medium, in any format, by any process, known or unknown to date;

To represent or have represented all or part of the Platform, in full or by extract, in any way whatsoever, by any process, any means of distribution, any means of communication known or unknown to date;

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 any language, to create any derivative work, to produce new versions or new developments based on the elements of the Platform, to maintain, modify, arrange, assemble or digitize all or part of the Platform;

Decompile or disassemble the Platform, create derivative works from the Platform, or attempt to discover or reconstitute 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 French Intellectual Property Code, in any manner whatsoever. In the event that the Customer wishes to obtain the information required to implement the interoperability of the Platform with other software, the Customer undertakes to request prior authorization from AURA CORP. as well as all the information required 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. reserving exclusively this right in accordance with article L. 122-6-1 I §2 of the French Intellectual Property Code;

Transfer, lease, assign, pledge or otherwise transfer all or part of the ownership of the Platform.
This prohibition applies without geographical limitation, for the duration of protection granted by intellectual property law, and for any mode of exploitation, whether free of charge or against payment.

6.2. Owned by AURA CORP.

6.2.1. Ownership of Platform elements

All trademarks, logos, signs, the Platform database, presentations, texts, articles, source codes and, more generally, all elements, whether tangible or intangible, appearing on or comprising the Platform are the exclusive property of AURA CORP.

These T&C do not imply any transfer of intellectual property rights attached to the Platform, or to the elements attached to it, to the Customer.

The Customer acknowledges that the Platform, including all patches, workarounds, updates, upgrades, evolutions, improvements and modifications provided to the Customer, as well as all specific developments carried out on behalf of the Customer, remain at all times the full and exclusive property of AURA CORP. which only grants the Customer a right to use these elements within the framework of the contract.

6.2.2 Ownership of know-how

Any ideas, know-how or techniques that may have been developed by AURA CORP. including any improvements or modifications to the Platform made by AURA CORP. are the exclusive property of AURA CORP. AURA CORP. may, at its sole discretion, develop, use, market and license any application or data processing element similar to or related to the developments made by AURA CORP. on behalf of the Customer. AURA CORP. is under no obligation to disclose any ideas, know-how or techniques which may have been developed by AURA CORP. and which AURA CORP. considers to be confidential and proprietary.

6.3. Warranty of eviction

AURA CORP. agrees to defend and indemnify the Customer for damages related to claims, lawsuits or condemnations, brought by a third party alleging that all or part of its Platform infringes its intellectual property rights, under the terms and conditions described below and within the limits of the liability ceiling provided for in the contract.

In the event of a claim of infringement, AURA CORP. may, at its own expense and discretion, either:

• Obtain for the Customer the right to continue to use the Platform;
• Modify the Platform so that it is no longer infringing;
• Or remove the infringing part of the Platform.

Provided that the Customer :

• Has not breached its essential obligations hereunder,
• Has notified AURA CORP. as soon as possible, by registered letter with acknowledgement of receipt, of the infringement action or the declaration having preceded this allegation;
• Has cooperated loyally with AURA CORP. by providing it with all the elements, information and assistance necessary to enable AURA CORP. to defend its own interests and those of the Customer, does not compromise without the prior written consent of AURA CORP.

6.4. License to use User-generated content  

AURA CORP ensures that the User transfers its rights to Customers via the Platform.

7. OBLIGATIONS, WARRANTIES AND LIABILITY OF THE CUSTOMER

7.1. Obligations towards Users

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

• the Users he chooses to carry out the Missions, their invitation on the Site and, more generally, the means used to invite them,
• the Missions it creates for its Users and their terms and conditions,
• the Rewards it offers to its Users, the terms and conditions for awarding them, and the conditions necessary for awarding them to Users. AURA CORP. declines all responsibility in the event of an illicit lottery proposed by the Customer or in the event of a claim by a participant relating to the Missions or -Rewards generated by the Customer on the Site, in general, for all content created or set up by the Customer on the Site for the benefit of Users, which is carried out under the Customer's 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 Customer on the Platform (for example, invitation to participate on the Platform or targeting of 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 disseminated by its Users does not infringe the rights of third parties (in particular image rights or intellectual property rights) prior to its use outside the Platform, in general, the Customer is invited to conclude directly with the User any contract specifying the terms and conditions of their collaboration within the framework of the Missions and Rewards launched by the Customers.

7.2. Obligations / guarantees to AURA CORP

The Customer undertakes to AURA CORP :

• to comply with applicable regulations in all circumstances. Among other things, the Customer undertakes not to reuse User or Customer data in the context of an unauthorized transfer; not to sell User or Customer personal data to third parties without the User's consent; not to reuse User or Customer e-mail addresses for purposes for which the User or Customer has not consented.
• if the Customer authorizes AURA CORP in the Quotation to reuse Users' personal data for transfer to third parties, and in particular to its other customers who use the Platform, the Customer undertakes to obtain Users' prior consent for the transfer of their data to the Customer's partners.
• not to use the Platform for illicit purposes or in an illicit manner, including in violation of AURA CORP. intellectual property rights, or by offering Users illicit Missions or Rewards. More generally, the Customer undertakes to comply with the Platform's General Terms and Conditions of Use.
• to promptly inform AURA CORP. of any suspected theft or fraudulent use of its password and identifier. Any action carried out by a Customer using his login and password will be deemed to have been carried out by the Customer, unless AURA CORP. is notified of a suspicion of theft or fraudulent use of the said login and password within a period allowing AURA CORP. to deactivate them.  
• to pay the price of the Services in accordance with the terms set out in the article “Terms of payment - Late payment penalties”.
• to inform AURA CORP. of any change in the number of Users on the Platform as well as any other change affecting the invoicing of Services (e.g. change in bank details).

The Customer 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 that would hinder their performance vis-à-vis Users,
• Do not contain any element likely to constitute a violation of applicable laws and regulations,
• Do not infringe the rights of third parties.

The Customer shall indemnify AURA CORP against any claim, action or demand for compensation from a User relating to a wrongful act or negligence on the part of the Customer in the use of the Platform.

In this respect, the Customer undertakes to take responsibility for, and to intervene voluntarily in, any claim and/or legal action by a third party against AURA CORP. arising out of or in connection with the Customer's use of the Platform, and to indemnify AURA CORP. against any and all judgments that may be rendered against it in connection therewith. Where applicable, the Customer shall bear all expenses, costs, indemnities and other pecuniary consequences incurred by AURA CORP in its defense, including in particular legal and expert fees.

8. OBLIGATIONS, WARRANTIES AND LIABILITY OF AURA CORP.

AURA CORP. is responsible for :

• Verifying that Users' Missions have been properly completed in order to unlock Rewards,
• Making the Platform available to Customers and providing the associated Services that have been subscribed to,
• the proper operation of the Platform.

All these obligations constitute a reinforced obligation of means.

Thus, AURA CORP. strives to ensure the continuity and quality of the Services. However, AURA CORP. shall not be held liable in the event of technical, IT or Platform compatibility problems or failures beyond its control, particularly in the event of failures attributable to the e-commerce Service Provider, and in particular in the event of Internet failure, failure of the Customer's equipment or telecommunications network, or failure to secure the Customer's information.

Furthermore, it is reminded that AURA CORP is an intermediary that provides tools to Customers and Users for the execution of Missions and Rewards and that hosts content generated by third parties.

AURA CORP is not responsible for the content generated by Users and any third parties within or outside the Platform, nor for the use made thereof by Customers and/or Users.

Any content uploaded by Customers is their sole responsibility. Under no circumstances may AURA CORP. be held liable for any content or use of the Platform that is unlawful, infringing or prejudicial to the rights of third parties. AURA CORP does not guarantee the Customer that the content disseminated by Users complies with regulations. It is the Customer's responsibility to take all necessary measures with Users in the event of a violation of image rights or intellectual property rights in any content generated by the User.

Rewards granted by Customers for the benefit of Users are also their own responsibility, and under no circumstances may AURA CORP. be held liable if a reward is illicit or causes material or physical damage to Users.

In general, AURA CORP. is liable only for direct and foreseeable damage within the meaning of articles 1150 and 1151 of the French Civil Code, which it may cause to the Customer in the performance of the contract.

The Parties have expressly agreed to exclude AURA CORP.'s liability for any indirect or unforeseeable damage, and in particular for loss, interruption of availability or corruption of data, loss of profits, loss of revenue, loss of clientele, damage to image or impairment of any of the Customer's assets. Damage suffered by third parties and Users also qualifies as indirect damage.

Finally, under no circumstances shall the total liability of AURA CORP. under the contract exceed the total amount paid by the Customer to AURA CORP. under the contract during the twelve (12) months preceding the event giving rise to the liability.

9. PERSONAL DATA PROTECTION

9.1. General provisions

The Parties undertake to comply with the applicable Regulation.

For the purpose of managing the contractual relationship between the Parties, each Party processes the personal data of its counterparts at the other Party as a data controller within the meaning of the applicable Regulation, for the duration of these T&C. This processing, which is necessary for the proper performance of these T&C, only concerns identification data (including the name, first name, email address, and telephone number) of the counterparts. These data are retained for the period strictly necessary to manage the contractual relationship between the Parties.

The Parties' personnel, their audit services (notably statutory auditors), and their subcontractors may have access to the collected personal data.

This processing may give rise to the counterparts exercising their rights as provided by the applicable Regulation.

9.2. AURA CORP. as Subcontractor

AURA CORP. acts as a "subcontractor" within the meaning of the applicable Regulation on behalf of the Client when it offers the Client services that involve the processing of personal data of Users.

The Client is the "data controller" within the meaning of the Regulation, responsible for the Users' personal data.

It is the Client's responsibility to (i) provide AURA CORP. with 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 valid legal basis, (iii) document all instructions given to AURA CORP. regarding personal data, (iv) ensure compliance by AURA CORP. with the obligations under the Regulation throughout the contract, and (v) supervise the processing carried out on its behalf.

AURA CORP. undertakes to process personal data only for the purposes listed below and in accordance with the Client's documented instructions, including concerning the transfer of data outside the European Union. AURA CORP. undertakes to inform the Client if it believes an instruction constitutes a violation of the applicable Regulation. AURA CORP. reserves the right to suspend the processing, without incurring any contractual liability due to this suspension, until the Client modifies the instruction in question so that it no longer violates the applicable Regulation. This suspension does not entitle the Client to any refund of the service fees for the suspension period. If the Client does not modify but maintains the instruction, AURA CORP. reserves the right to terminate the contract without delay and without cost.

Furthermore, if AURA CORP. is required to transfer data to a third country or an international organization under applicable law, it must inform the Client of this legal obligation before processing, unless the relevant law prohibits such information for significant public interest reasons.

AURA CORP. processes the following Data on behalf of the Client:

• User identification data (email, name, first name, age, postal address)
• Users' usernames on various social networks
• Users' actions on various social networks
• Content created by a User during the completion of a Mission (photos, videos)
• Content created by a User when responding to product tests
• Data on Missions and Rewards assigned to Users on the Platform
• Users' purchases and referrals on the Client's Site

AURA CORP. performs the following processing on behalf of the Client:

• Provide access to the Platform: creating and managing Users' accounts and managing forgotten passwords
• Verification by AURA CORP. that Missions on social networks have been carried out by Users for the attribution of the Client's Rewards
• Allow the Client to benefit from the Services, track Missions, and assign Rewards to Users
• Provide a dashboard for tracking Users, Missions, and Rewards
• Offer, where applicable, a profiling of User types and target specific User profiles on behalf of the Client as part of personalized programs
• Provide the Client with a library of User-generated content that can be reused by the Client
• Provide lists of Users
• Create sociodemographic statistics on Users for the Client
• Create performance statistics on the Client's loyalty programs
• Send emails to remind Users about Missions to be completed on behalf of the Client
• Host the Data on behalf of the Client

The individuals concerned by the processing are the Users.

The duration of the processing corresponds to the duration of the contract

9.2.1. Security

For the security and confidentiality of personal data, AURA CORP. commits to (i) keeping Personal Data strictly confidential and (ii) implementing appropriate organizational and technical measures within its Services to protect Personal Data.

In the event of a personal data breach detected by AURA CORP., AURA CORP. commits to (i) notifying the Client by any means as soon as possible, (ii) proposing any remedial measures to limit or eliminate the personal data breach, and (iii) investigating the causes of the detected or suspected breach.

If a risk to individuals' rights and freedoms is determined by the Client, AURA CORP. will assist the Client in documenting the notification that the Client must send to the supervisory authority, providing in writing all elements related to the personal data breach. If AURA CORP. does not immediately have all the required information, it will notify the Client and complete the information as soon as possible.

It is reiterated that the Client is solely responsible for the security, access, and protection of Personal Data within its own information system.

Personal Data is only collected, processed, and hosted within the European Union. Moreover, AURA CORP. commits to (i) not subcontract any part of the Services offered on the Platform and (ii) not transfer personal data outside the European Union without the written, express, and prior authorization of the Client.

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

9.2.2. Information and Management of User Rights

It is the Client’s responsibility, as the data controller, to inform Users about the personal data collected, the processing carried out, the purposes pursued, the recipients of the personal data, as well as all other information required by the Data Protection Regulation, including reminding Users of their rights regarding their personal data.

The Client determines how this information is disseminated under its sole responsibility. AURA CORP. can provide the Client with all necessary elements upon request to help fulfill this information obligation.

The Client is responsible for obtaining the consents required from Users before requesting registration on the Platform, for carrying out Missions, or for targeting their profiles on the Platform. AURA CORP. declines any responsibility related to these consents.

The Client is responsible for managing access, rectification, deletion, restriction, and portability rights requested by a User on the Platform. If a User submits a request regarding their access, rectification, deletion, restriction, or portability of their Personal Data on the Platform directly to AURA CORP., AURA CORP. will forward it as soon as possible to the Client's email address so that the Client can respond to the concerned individual.

In any case, it is solely the Client's responsibility, as the data controller, to ensure that the processing complies with the Data Protection Regulation on its own information system, among its own employees and subcontractors, and more generally, to implement appropriate technical and organizational measures within its organization. AURA CORP. disclaims any responsibility related to the Client's compliance outside the scope of the Services offered on the Platform.

9.2.3. Other Subcontractors

AURA CORP. is authorized to engage subcontractors (the "Subsequent Subcontractor(s)") listed in the table below for specific processing activities. In case of changes to the list of authorized Subsequent Subcontractors, AURA CORP. will notify the Client in advance and in writing. This notification will clearly specify the outsourced processing activities, the identity, and contact details of the Subsequent Subcontractor. The Client has 15 days from the date of receipt of this notification to raise legitimate and motivated objections. If no objections are raised within this period, the Client will be deemed to have accepted the use of the Subsequent Subcontractor.