Terms & Conditions — Brands

LoupiXa is a distribution agency specialising in the broadcasting of short-form video content on TikTok, Instagram Reels and YouTube Shorts, via a contractualised network of independent content creators known as "Clippers".

LoupiXa acts as a distribution intermediary and not as a content publisher within the meaning of Law No. 2004-575 of 21 June 2004 on confidence in the digital economy (LCEN) and Regulation (EU) 2022/2065 (Digital Services Act). LoupiXa does not produce the content it distributes and does not exercise editorial control over it.

These Terms & Conditions (T&Cs) define the general conditions governing the entirety of the commercial relationship between LoupiXa and any Brand partner. Each distribution operation is the subject of a separate Purchase Order (PO), signed by the Parties, which specifies the operational and financial terms specific to that operation.

These T&Cs define the general terms and conditions under which LoupiXa provides the Brand with services for the distribution of short promotional video content on the Platforms, via its Clipper network, on a CPM performance model. Each Campaign is the subject of a separate PO signed prior to its launch. In the event of any contradiction between these T&Cs and a PO, the provisions of the PO prevail for the Campaign concerned.

Scope of services

Principal operational obligations

The three mandatory transparency obligations imposed on Clippers

These three obligations are the only content constraints imposed on Clippers. No editorial, narrative or stylistic instruction is formulated by LoupiXa or by the Brand.

Limits of the best-efforts obligation

LoupiXa cannot be held liable for underperformance resulting from: unilateral modifications to Platform distribution algorithms; suspension or deletion of Content or a Clipper account by a Platform; delay in providing Brand Assets attributable to the Brand; a Force Majeure event; or a generalised fall in performance metrics affecting all content creators on a Platform independently of LoupiXa's actions.

4.1 — Provision of Brand Assets

The Brand undertakes to provide LoupiXa, at least five (5) working days before the start date of each Campaign, with all the Brand Assets necessary for the constitution of the Asset Panel. The Brand warrants that it holds all intellectual property rights in the Brand Assets provided, or holds the licences necessary for their use by Clippers and their distribution on the Platforms, for the entire duration of the Campaign and across all targeted territories.

4.2 — Campaign Brief

Prior to each Campaign, the Brand provides LoupiXa with a Campaign Brief describing exclusively the commercial context of the operation: product or service being promoted, communication objective, target audience, targeted platforms, budget and desired schedule. The Campaign Brief is not an editorial document — it contains no script, no list of imposed messages, and no format or style constraints on the Content that Clippers will produce.

4.3 — Absence of editorial role

The Brand expressly acknowledges and accepts that:

4.4 — Regulatory withdrawal right

The Parties may agree in the PO on a right of a posteriori withdrawal in favour of the Brand. This right is strictly limited to two cases: (a) the Content contains manifestly incorrect information about the Brand's products or services; (b) the Content seriously and characterisedly damages the Brand's image. The withdrawal request must be addressed to LoupiXa in writing within forty-eight (48) hours of the relevant Content going live, with precise justification. This right does not constitute a right of prior validation and does not confer publisher status on the Brand.

4.5 — Responsiveness and contact person

The Brand undertakes to designate a single point of contact (Campaign Manager) with the necessary authority to sign contractual documents, and to respond to any request from LoupiXa within a maximum period of forty-eight (48) working hours. Any delay attributable to the Brand in providing Brand Assets automatically suspends LoupiXa's contractual time limits.

5.1 — CPM remuneration model

LoupiXa's distribution services are remunerated according to a CPM performance model (Cost Per Thousand Verified Views). The applicable CPM, the volume of contractualised Verified Views and the total budget for each Campaign are stipulated in the corresponding PO. The CPM agreed in the PO is fixed and may not be revised unilaterally during the entire duration of the Campaign concerned.

5.2 — Invoicing and payment terms

5.3 — Late payment penalties

Any payment delay automatically entails, without prior notice, from the day following the due date: late payment interest at the ECB reference rate plus ten (10) percentage points; and a flat-rate recovery indemnity of forty (40) euros. If recovery costs actually incurred exceed this amount, LoupiXa may request additional reimbursement on presentation of supporting invoices.

5.4 — Suspension of services for non-payment

In the event of non-payment of the advance or an invoice within fifteen (15) calendar days of the due date, LoupiXa may, after a formal notice sent by recorded delivery that has remained without effect for five (5) working days, suspend the performance of the relevant Campaign without this constituting a termination or giving rise to any right to indemnification for the Brand. Costs incurred by LoupiXa and the Clippers prior to the suspension remain due and payable.

6.1 — Triggering

The Make-Good is triggered when the Verified Views actually delivered at the end of a Campaign, as certified in the Campaign Report, are below the Performance Threshold defined in the PO. Unless otherwise stipulated in the PO, this threshold is set at eighty per cent (80%) of the contractualised Verified Views. Example: for a Campaign contractualising 1,000,000 Verified Views, the Make-Good is triggered if the Verified Views delivered are below 800,000.

6.2 — Options

The Brand has five (5) working days to notify LoupiXa of its choice. In the absence of a response within this period, Option A applies automatically.

6.3 — Make-Good exclusions

The Make-Good is not applicable where the underperformance results from: delay or insufficiency in the provision of Brand Assets attributable to the Brand; a decision by the Brand to suspend, substantially modify or prematurely terminate the Campaign; an algorithmic modification by a Platform occurring after the Campaign start date; or a Force Majeure event.

7.1 — Brand's rights over Brand Assets

The Brand remains the holder of all intellectual property rights in its Brand Assets. Co-signing the Campaign Brief grants LoupiXa a non-exclusive, non-transferable licence, limited to the duration of the Campaign, solely for the purposes of constituting the Asset Panel and ensuring the distribution of Content on the Platforms set out in the PO.

7.2 — Rights over Content created by Clippers

Content produced by Clippers is created under the responsibility and intellectual control of their authors. LoupiXa contractually obtains from each Clipper a licence to exploit the Content including: the right to reproduce and publicly perform the Content on the Platforms agreed in the PO; the right for the Brand to republish the Content on its own communication channels for a period agreed in the PO; and LoupiXa's right to use extracts of the Content for reporting purposes.

7.3 — Clippers' IP liability

Each Clipper is contractually bound to warrant the Content's compliance with copyright law, the holding of all necessary authorisations for third-party elements incorporated in the Content, and respect for the image rights of natural persons appearing in the Content. LoupiXa cannot be held liable for infringements committed by Clippers in their Content, provided that such infringements do not result from an express instruction by LoupiXa and that LoupiXa has implemented the contractual liability transfer clauses provided for in its Clipper agreements.

Campaigns carried out under these T&Cs are subject to: Law No. 2023-451 of 9 June 2023 on regulating commercial influencer activity; Decree No. 2025-1137; Articles L. 121-1 et seq. of the French Consumer Code on misleading commercial practices; Regulation (EU) 2022/2065 (DSA), Article 26; and Law No. 2004-575 of 21 June 2004 (LCEN), Articles 6-I-1 to 6-I-3.

8.1 — Allocation of liability in the event of a failure

8.2 — AI-generated content (AI Act)

In accordance with Regulation (EU) 2024/1689 (AI Act), LoupiXa undertakes to contractually impose on each Clipper the obligation to affix an explicit notice to any Clip containing elements significantly generated or modified by artificial intelligence broadcast as part of a commercial communication. In the event of a Clipper's failure to comply with this obligation, liability lies solely with the Clipper.

9.1 — Limitation of LoupiXa's liability

LoupiXa's total liability under these T&Cs, for whatever cause, is expressly capped at the amount actually received by LoupiXa in respect of the Campaign that caused the loss, during the twelve (12) months preceding the occurrence of the triggering event. In no event shall LoupiXa be liable for indirect, intangible or consequential losses, including loss of revenue, reputational damage, loss of profit or the costs of corrective communication campaigns, unless such losses result from gross negligence or wilful misconduct on the part of LoupiXa.

9.2 — Brand indemnification

The Brand undertakes to indemnify, defend and hold harmless LoupiXa from any claim resulting from: a breach by the Brand of intellectual property rights in the Brand Assets provided; non-compliance of the Brand's products or services with applicable sector-specific regulations; false or misleading allegations made by the Brand in the Campaign Brief; or any intervention by the Brand seeking to exercise editorial control over Clippers beyond the limits of these T&Cs.

9.3 — Indemnification by LoupiXa

LoupiXa undertakes to indemnify the Brand for any third-party claim resulting directly and exclusively from a proven failure by LoupiXa to verify the Clippers' compliance with the legal transparency obligations defined in Article 3, up to the liability cap defined in Article 9.1.

The Parties undertake to comply, each in respect of its own activities, with the provisions of Regulation (EU) 2016/679 (GDPR), Law No. 78-17 of 6 January 1978 as amended, and all decisions of the CNIL applicable to their respective activities.

LoupiXa acts as data controller for the personal data of its Clippers and its own teams. If, in the context of a Campaign, LoupiXa is required to process personal data on behalf of the Brand, LoupiXa acts as data processor within the meaning of Article 28 of the GDPR. In such case, a Data Processing Agreement (DPA) compliant with Article 28 of the GDPR shall be concluded between the Parties prior to any processing.

Each Party undertakes to treat as strictly confidential all non-public information communicated by the other Party in the context of the negotiation, conclusion and performance of these T&Cs, including: pricing and CPM data, campaign strategies, performance data, the identity and characteristics of Clippers in the LoupiXa network, and LoupiXa's operational and technological methods.

This obligation applies from the date of acceptance of these T&Cs and remains in force for a period of three (3) years following the expiry or termination of the commercial relationship.

The confidentiality obligation does not apply to information already in the public domain, or whose disclosure is required by a court order or competent administrative authority, provided the other Party is informed in advance as soon as possible.

Neither Party may be held liable for the total or partial non-performance of its contractual obligations if such non-performance results from a Force Majeure event, i.e. an external event, unforeseeable at the time of conclusion of the Agreement and irresistible in its effects. Force Majeure events include in particular: natural disasters, acts of war or terrorism, large-scale cyberattacks affecting the Platforms, emergency regulatory decisions by public authorities suspending activities, and outages of critical digital infrastructure at a national or international level.

The Party invoking Force Majeure must notify the other Party within forty-eight (48) hours of the occurrence of the event. If the impediment continues beyond thirty (30) calendar days, either Party may terminate the commercial relationship automatically, without indemnity, by recorded delivery letter with acknowledgement of receipt.

13.1 — Duration

The commercial relationship governed by these T&Cs is established for a period of one (1) year from the date of the first signed PO, renewable by tacit renewal for successive annual periods, unless terminated by either Party by recorded delivery letter with acknowledgement of receipt, sent at least thirty (30) days before the annual expiry date. The expiry or termination of the relationship does not affect the validity of POs in progress at that date.

13.2 — Termination for breach

Either Party may terminate the relationship for a material breach by the other Party by sending a formal notice by recorded delivery letter precisely describing the alleged breach. If the breach is not remedied within fifteen (15) working days of receipt of the formal notice, the termination takes effect automatically. Material breaches include: non-payment beyond thirty (30) days following the due date; a characterised breach by the Brand of the obligation not to exercise editorial control over Clippers; a serious breach of confidentiality obligations; or any fraudulent or bad-faith act.

13.3 — Effects of termination

Articles 7 (Intellectual Property), 9 (Liability), 11 (Confidentiality) and 14 (General Provisions) survive the expiry or termination of the relationship.