About the General Referral Terms and Conditions (GRTC)

The GRTC govern the Referral Program offered by SHIPTIFY, a simplified joint-stock company with a share capital of €6,383, registered with the Nantes Trade and Companies Register under number 821524048, with its registered office at 4 Rue Voltaire, 44000 Nantes, France.

SHIPTIFY is a company that publishes the digital and collaborative transport management platform of the same name, operating in SaaS mode, which provides visibility, productivity, and collaboration within the supply chain of partner companies, in order to improve quality of service, reduce transport costs, optimize logistics costs, and improve the overall performance of the supply chain.

The referral operation proposed aims to connect SHIPTIFY with new prospects interested in its services through its existing clients, under the conditions defined below.

Participation of the Referrer and the Referred Party in the Referral Program implies full and complete acceptance of the GRTC, accessible at all times on the shiptify.com website. The GRTC may also be sent free of charge by post or email to the Referrer or Referred Party upon express written request.

SHIPTIFY may modify them at any time and at its sole discretion, subject to notification by any means, including by email. Such modifications will then be immediately applicable for the future. Accordingly, all referral operations carried out before any potential modification of these GRTC will remain subject to the GRTC in their version current at the date of the referral, i.e., the date on which the Referred Party's contact details are transmitted by the Referrer, under the conditions set out below.

Definitions

Terms beginning with capital letters in the GRTC have the following meaning:

• "Referrer": refers to the legal entity using SHIPTIFY, holding a valid Account and subject to the general terms and conditions of use of the Software. The natural person acting on behalf of and for the account of the Referrer's legal entity warrants having all necessary powers or authorizations to act within the framework of the Referral Program.
• "Commission": refers to the amount in euros excluding taxes paid to the Referrer by SHIPTIFY upon Subscription to a Software subscription by the Referred Party, subject to its definitive acceptance by SHIPTIFY.
• "Account": refers to a valid account giving access to the Software.
• "GRTC": refers to these General Referral Terms and Conditions governing the terms of the Referral Program offered by SHIPTIFY.
• "Referred Party": refers to the legal entity subscribing to a Software subscription via a Referrer's Referral Link, by email, or by any other means accepted by SHIPTIFY, acting for professional purposes.
• "Software": refers to the software offering called "Shiptify" and developed by SHIPTIFY SAS, in "software as a service" (SaaS) mode, accessible by logging into the Site, via the Shiptify CRM mobile application or via an API, and offering several Modules.
• "Modules": refers to the tools comprising the Shiptify software suite (TMS, Dock Management, etc.), to be chosen at the time of Subscription.
• "Party(ies)": refers collectively or separately to SHIPTIFY, the Referrer, and the Referred Party.
• "Referral Program": refers to the referral program offered free of charge by SHIPTIFY enabling the Referrer and the Referred Party, insofar as the conditions set out in these GRTC are met, to benefit from advantages.
• "Subscription": refers to the conclusion by a Referred Party of a subscription contract for SHIPTIFY's services, enabling them to hold an Account and access the Software. The Subscription is only deemed effective after acceptance of the subscription request for the Services by SHIPTIFY.

2. Participation in the Referral Program by the Referrer

2.1 Terms of participation in the Referral Program

Any Referrer holding an Account may participate in the Referral Program at any time.

Participation in the Referral Program is carried out exclusively, at the Referrer's choice:

• by filling in the gift box located at the bottom left of the SHIPTIFY website banner;
• by emailing the contact details (first name, email, phone number) of an interested prospect to a SHIPTIFY sales representative.

In both cases, the Referrer must obtain the prior consent of the Referred Party before any communication of their data to SHIPTIFY, under their sole and full responsibility.

Any participation request submitted incompletely will be considered null and void and cannot be processed.

Furthermore, if two Referrers communicate the same contact details of a potential Referred Party, the first of the two to have communicated the requested information in full will be entitled to the benefit, provided the conditions of these GRTC are met, with the date of submission of the contact form or the email sent serving as proof.

2.2 Referrer's commitments

By participating in the Referral Program, the Referrer undertakes to provide SHIPTIFY with sincere and accurate information, in particular that relating to their legal identification and that of their Referred Party.

No provision of the GRTC may be interpreted as conferring upon the Referrer the status of representative or agent of SHIPTIFY, or granting them any power of a nature to engage SHIPTIFY's liability. In this regard, the Referrer is in no way authorized to bind SHIPTIFY in any manner whatsoever with respect to third parties, in particular with respect to their Referred Parties.

Participation in the Referral Program is free, occasional, and non-exclusive. The Referrer remains entirely free to recommend SHIPTIFY or not, and is not vested with any prospecting or commercial development mission on behalf of SHIPTIFY.

SHIPTIFY and the Referrer are and shall remain two fully independent legal entities from each other, without any subordination relationship being created between them by these GRTC.

3. SHIPTIFY's Commitments

When SHIPTIFY receives the contact details of a potential Referred Party through a Referrer, it undertakes to contact them within a maximum period of one month.

In the event of a Subscription request received within a maximum period of twelve months following the first contact between SHIPTIFY and the Referred Party, and that Subscription is subsequently validated by SHIPTIFY, the latter will grant the benefits provided for in these GRTC to the Referrer and the Referred Party, under the conditions defined in Article 4. No referral compensation or benefit will be owed to the Referrer or the Referred Party as long as the Referred Party's Subscription has not been effectively completed. In the absence of a Subscription, the Referrer and the Referred Party may not claim any compensation, reward, or benefit under this referral program.

In all cases, SHIPTIFY will notify the Referrer by email of the outcome of the referral made through their intermediary, namely whether the Referral is successful or not.

4. Granting of Benefits by SHIPTIFY

4.1 Mandatory validation of the Referred Party's Subscription by SHIPTIFY

The benefits for the Referrer and the Referred Party become due under the conditions defined below, when the Referred Party subscribes to a Software subscription by opening an Account.

SHIPTIFY remains the sole decision-maker regarding the validation of a Referral operation and the granting of the benefits provided under these GRTC, provided it does not exercise this right abusively. To this end, SHIPTIFY verifies in particular that all eligibility conditions set out in these GRTC are met. The Referrer cannot receive the benefit due under these GRTC:

• if they are not up to date with their payments to SHIPTIFY, or if they no longer hold a valid Account at the time they transmit the contact details of an interested prospect to SHIPTIFY;
• if they do not meet the participation conditions referred to in Article 2.2 of the GRTC;
• in the event of renewal of a Software subscription by a Referred Party;
• in the event of addition of additional licenses and/or modules by a Referred Party;
• if the Referred Party whose contact details have been communicated is not a new client but has already had a contractual relationship with SHIPTIFY in the past. In this case, SHIPTIFY will inform the Referrer in writing as soon as possible.

Furthermore, the benefit will only be owed to the Referrer if their Referred Party maintains their subscription for a minimum period of two months. Accordingly, the benefit granted to the Referrer can only be sent to them once this two-month period has elapsed.

If the Referrer fails to comply with the GRTC and, more generally, with applicable laws, the Referral Program may be suspended with respect to them, and they may have all rights to benefits not yet granted withdrawn.

4.2 Terms of granting benefits to the Referrer by SHIPTIFY

In consideration of the Subscription by a Referred Party to a subscription for all or part of the Software Modules, and subject to its acceptance by SHIPTIFY, the Referrer will receive a gift voucher worth €500 (FIVE HUNDRED euros) including tax.

The benefits of this referral program are limited to five (5) successful referrals entitling the Referrer to a gift card per calendar year. No gift card will be awarded for referrals exceeding this limit.. The gift voucher is awarded exclusively to the natural person who carried out the referral. It is provided on a personal basis and does not constitute remuneration owed to the Referrer's company.

The benefits granted by SHIPTIFY may only benefit the Referrer for the first year of the Referred Party's Subscription. Any eventual renewal of their Subscription by a Referred Party does not entitle the Referrer to any additional benefit.

The benefit in the form of a gift voucher will be sent by registered letter with acknowledgment of receipt, or by any equivalent means, within 15 calendar days, barring circumstances beyond SHIPTIFY's control, following the Referred Party's second monthly subscription anniversary.

It is the Referrer's responsibility to comply with all tax, social, and reporting obligations that may arise from receiving the benefit. SHIPTIFY shall not be held liable in this regard.

4.3 Discount granted to the Referred Party

The Referred Party will benefit from a discount of €200 on the net amount of their pilot, and an additional €100 if they start within 2 months of the contact being received by the sales team.

Any eventual subsequent renewal of their subscription does not entitle the Referred Party to any additional discount.

Services potentially subscribed by the Referred Party in addition to their initial subscription are not included in the discount calculation base.

SHIPTIFY reserves the right not to grant this discount if the Referred Party is not up to date with their payments.

5. Duration of the Referral Program

The Referral Program is established by SHIPTIFY for an indefinite period and is open to any legal entity using SHIPTIFY that holds a valid Account at the time the contact details of a prospect are communicated to SHIPTIFY.

6. Intellectual Property

The Software belongs to SHIPTIFY and is protected by intellectual property rights.

The GRTC do not confer upon the Referrer any intellectual property rights of any kind whatsoever, and in particular no rights over the technical and commercial documentation provided by SHIPTIFY, which remains the full and exclusive property of SHIPTIFY.

7. Liabilities and Warranties of the Parties

7.1 SHIPTIFY's Liabilities and Warranties

SHIPTIFY's liability is strictly limited to the delivery of the benefit effectively and validly earned.

In no event shall SHIPTIFY be directly or indirectly liable for any damage caused to Referrers, Referred Parties, or a third party in the context of the execution of the Referral Program, as a result of the fault of the Referrers or the Referred Parties.

SHIPTIFY may cancel all or part of the Referral Program if fraud is found to have occurred in any form whatsoever, in particular by computer means in the context of participation in the Referral Program. SHIPTIFY reserves the right in such a case to not award benefits to fraudsters and/or to pursue the perpetrators of such fraud before the competent courts.

Furthermore, SHIPTIFY cannot be held liable if, for reasons beyond its control, technical malfunctions, including IT-related ones, problems related to networks, postal and (tele)communications services, computers (online or offline), servers, internet access and/or hosting providers, computer equipment or software, databases or data, external acts of malice or fraud, or any other technical problem were to affect the proper running of the Referral Program. In particular, SHIPTIFY cannot be held liable in the event that the Referrer or the Referred Party is unable to access the website page dedicated to the Referral Program or to follow the steps of the Referral due to any technical problem or defect related in particular to network congestion or due to acts of malice.

It is expressly recalled that the Internet is not a secure network. SHIPTIFY therefore cannot be held liable for the consequences of Referrers' and Referred Parties' connection to the network via SHIPTIFY's website for causes not directly and exclusively attributable to it, nor for contamination by potential viruses, diversions, or hacking, or the intrusion of a third party into the Referrer's or Referred Party's terminal system.

In particular, SHIPTIFY cannot be held liable for any damage caused to the Referrer and the Referred Party, to their computer equipment and the data stored therein, as well as the consequences that may result therefrom on their personal or professional activity, except in the event of direct and exclusive fault on the part of SHIPTIFY.

Furthermore, SHIPTIFY's liability cannot under any circumstances be invoked in the event of problems with the routing or loss of electronic mail, or in the event of delay, loss, or damage resulting from postal and management services.

7.2 Warranties of the Referrer and the Referred Party

The Referrer and the Referred Party undertake to participate in the Referral Program in compliance with these GRTC and applicable laws.

The Referrer and the Referred Party will remain solely responsible for any dispute that may arise from the Referral Program as a result of their breach of these GRTC, abusive use of the Referral Program or the Referral Link, or violation of any law or the rights of a third party.

Where applicable, the Referrer and/or the Referred Party will indemnify SHIPTIFY (as well as its affiliated entities, their managers, directors, employees, and agents) against any claim or demand from a third party, including any legal fees that SHIPTIFY may have to incur in this regard, even after the Referral Program has come to an end.

8. End of the Referral Program

SHIPTIFY may terminate the Referral Program at any time without this giving rise to any compensation of any kind, whether in respect of the Referrer or the Referred Party.

SHIPTIFY may also terminate the Referral Program for the Referrer and the Referred Party at any time, in writing, if they fail to comply with the GRTC, the General Terms and Conditions of Sale and Use of the Solution, or applicable laws.

Termination by the Referrer of their Software subscription automatically results in the end of the Referral Program for the latter.

When the Referral Program comes to an end, for whatever reason, the benefits remain owed to the Referrer and the Referred Party provided that the conditions set out in the GRTC entitling them to the benefits granted by SHIPTIFY are met before the date of the event causing the end of this Program, except in the event of proven fraud on their part.

9. Personal Data

SHIPTIFY processes, as data controller, personal data of the Referrer and the Referred Party in the context of the Referral Program (hereinafter the "Data").

The Data concerned includes identification and contact data (first name, email address, and phone number), data related to the Operation (such as the Link, referral date, Referred Party's account activation date, referral status), connection data (browser used, IP address), and data related to the Software subscription.

SHIPTIFY processes these Data for the following purposes:

The retention period for information provided by the Referrer is 8 months from the date of communication of the Referred Party's data by the Referrer. The Referred Party's Data will be deleted if, after 8 months, no subscription has been taken out by the Referred Party under the Referral Program.

However, in the event of a subscription by the Referred Party, the Data will be retained for the time necessary for the performance of the Referral Program and the subscribed contract, and until the expiry of applicable legal deadlines.

In all cases, the Referred Party, when contacted by SHIPTIFY, must be informed of the identity of their Referrer. The referred party's data may only be used once: to send them the commercial offer suggested by the Referrer. SHIPTIFY may not retain the referred party's data to send them other messages unless it has obtained their express consent.

The Data recipients are SHIPTIFY's internal departments. They may also be communicated to third parties to satisfy SHIPTIFY's legal and regulatory obligations.

The Referrer and the Referred Party have the right to access, rectify, and erase the Data concerning them, as well as the right to object, the right to restrict processing, the right to define post-mortem directives, and the right to data portability.

Given that the Data entered to participate is necessary for the proper running of the Referral Program, any deletion of this information requested by the Referrer or the Referred Party before the acquired benefits are effectively paid to them will result in the automatic cancellation of their participation.

These rights may be exercised by writing by email to: privacy@shiptify.com. If the response provided to the Referrer or the Referred Party does not satisfy them, they have the right to lodge a complaint with the French National Commission for Information Technology and Civil Liberties (CNIL).

10. Miscellaneous Provisions

10.1 Agreement of the Parties

The GRTC represent the entire agreement of the Parties regarding their subject matter.

10.2 Conflict

In the event of conflict between the provisions of the GRTC and any other provision relating to the Referral operation, it is expressly agreed that the provisions of the GRTC shall prevail.

10.3 Severability

If one or more provisions of the GRTC are declared invalid, the others will retain their full force and effect. In such a case, the Parties shall, if possible, replace the annulled provision with a valid provision corresponding to the spirit and purpose of the GRTC.

10.4 Force Majeure

Neither Party will be liable for any failure or delay in the performance of its obligations under these GRTC where such failure or delay is caused by a Force Majeure event, as defined in Article 1218 of the Civil Code. Force majeure events include in particular fires, floods, natural disasters, earthquakes, disruption of Internet connections by the access provider, cyberattacks, strikes, and lockouts.

In such a case, the Parties' obligations will be suspended from the date of written notification of such an exonerating cause by one Party to the other, until it ceases.

To the extent that such circumstances continue for more than fifteen (15) days, the Parties agree to engage in discussions with a view to modifying the terms of their respective commitments.

If no agreement or alternative is possible, these commitments may then be terminated without damages, by simple written notification by registered letter with acknowledgment of receipt, without compensation or notice.

10.5 Non-waiver

The fact that one of the Parties does not invoke one of the provisions of the GRTC shall not be considered or interpreted as a waiver of its benefit.

10.6 Absence of Subordination

The GRTC will not create any subordination relationship between the Parties, who retain their full and complete autonomy from each other.

10.7 Good Faith

The Parties expressly undertake to perform the GRTC in good faith and with loyalty.

10.8 Intuitu Personae

As participation in the Referral Program is strongly marked by an intuitu personae character, the Referrer and the Referred Party are prohibited from transferring to any third party all or part of their rights or obligations arising from these GRTC, including the benefits that may be granted under this referral program.

11. Applicable Law and Disputes

The GRTC are subject to French domestic law.

Any dispute relating to their validity, interpretation, performance, or termination will be submitted to the exclusive jurisdiction of the Nantes Commercial Court, subject to applicable mandatory public policy rules.