Terms & Conditions — Clippers

The following has been agreed:

Section I — Purpose & Definitions

These Terms and Conditions govern access to and use of the LoupiXa platform by independent service providers who participate in influencer marketing campaigns by publishing short video clips on their own TikTok, Instagram Reels, YouTube Shorts or any other third-party broadcasting platform accounts.

These T&Cs constitute a contract between LoupiXa and each Clipper and apply to the exclusion of any other document, unless a contrary written agreement is signed by the legal representatives of both parties.

Section II — Access & Acceptance

3.1 — Eligibility

Access to LoupiXa as a Clipper is open to any individual or legal entity who has joined the LoupiXa Discord and completed the identity verification procedure managed by Stripe Connect. LoupiXa does not verify the Clipper's declared professional status — this verification is entirely delegated to Stripe Connect under its own KYC/KYB regulations.

3.2 — KYC requirement

Before being able to join their first Campaign and receive any remuneration, the Clipper must complete the identity and compliance verification procedure (KYC) managed by Stripe Connect, an authorised payment service provider mandated by LoupiXa. Until Stripe Connect KYC is validated, the Clipper may neither join a Campaign nor receive payment via the Platform. LoupiXa does not intervene in the collection or processing of identity documents, this responsibility falling entirely on Stripe Connect.

3.3 — Professional status

These T&Cs are concluded between professionals. The Clipper expressly acknowledges that they do not benefit from consumer status in the context of this contractual relationship.

3.4 — Exclusive tax liability of the Clipper

The Clipper is solely and entirely responsible for all tax and social obligations arising from remuneration received in connection with their activity on the Platform, including: (a) declaring all income to the competent tax authorities in their country of residence; (b) paying any income tax, VAT or equivalent tax, social contributions or any other compulsory levy; (c) complying with local rules applicable to their status (employee, self-employed, micro-entrepreneur, company, etc.).

3.5 — Audiences including minors

Where the Clipper declares that their audience includes a significant proportion of persons under 18 years of age, the following additional obligations apply: (a) they may not participate in Campaigns for Amber or Prohibited (Red) sectors — sports betting, alcoholic products, speculative financial services and any other sector subject to age restrictions; (b) they undertake not to target personalised advertising content at minors in accordance with Article 28 of Regulation (EU) 2022/2065 (DSA); (c) they must immediately inform LoupiXa of any significant change in their audience composition. Failure to comply constitutes a material breach giving rise to a Strike and immediate suspension of ongoing Campaigns.

Section III — Intellectual Property

By accepting these T&Cs, the Clipper declares on a permanent and ongoing basis, for all future publications, without the need for renewal for each individual Clip, that they are in one of the following situations:

The Clipper warrants on a permanent basis that each published Clip is free of the following elements, unless express authorisation covering sponsored commercial use has been obtained:

Section IV — Disclosure (Advertising Transparency)

In accordance with Law No. 2023-451 of 9 June 2023, Decree No. 2025-1137 of 28 November 2025, Article 26 of Regulation (EU) 2022/2065 (DSA) and FTC regulations applicable to distributions outside the EU, any Clip used in the context of a commercial Campaign must bear a visible notice that the content is of an advertising nature.

8.2 — Mandatory notices by platform

8.3 — Prohibited notices (insufficient for regulators)

The Clipper is solely responsible for the correct affixing of transparency notices. Any administrative or judicial sanction resulting from a Disclosure failure is their exclusive responsibility.

In accordance with Regulation (EU) 2024/1689 (AI Act), any Clip containing elements significantly generated or modified by artificial intelligence (deepfake, synthetic voice, virtual character, generated background) and broadcast as part of a commercial communication must include an explicit notice of its synthetic nature, in addition to the Disclosure obligations provided for in Article 8.

The Clipper who uses AI tools in their Clips must declare this in the dedicated field of the Platform's upload interface at the time of publication.

9 ter.1 — 24-hour submission

Within twenty-four (24) hours of the publication of each Clip in the context of a Campaign, the Clipper is required to submit to the Platform: (a) the exact URL of the Clip published on the relevant broadcasting platform; (b) a screenshot of the published Clip clearly showing the Disclosure notice visible on screen.

9 ter.2 — Evidence retention

The Clipper is required to retain all evidence attesting to compliance with the Disclosure obligation — in particular the screenshots referred to in Article 9 ter.1 and confirmation of the activation of native transparency labels — for a minimum period of twenty-four (24) months following publication, and must communicate them to the Platform within forty-eight (48) hours of any written request.

Section VI — Strikes (Progressive Sanctions System)

A Strike is a contractual sanction triggered by the Platform in response to a proven breach of these T&Cs by the Clipper. It is distinct from a simple content takedown (which may be precautionary and without any finding of fault). A Strike is notified to the Clipper by a reasoned email.

11.2 — Infringements constituting a Strike

11.3 — Issuance procedure

11.4 — Progressive scale

11.5 — Challenging a Strike

The Clipper may challenge a Strike within [10] days of its notification, by reasoned email to [CHALLENGE EMAIL]. The Platform has [10] working days to respond. Where the challenge is admissible, the mediation procedure provided for in Article 15 applies. A cancelled Strike is removed from the Clipper's record.

A Strike issued in bad faith or resulting from a manifest error by the Platform entitles the Clipper to a fixed indemnity of [X] €.

Section VII — Indemnification & Risk Transfer

The Clipper irrevocably undertakes, for all their present and future publications, to defend, indemnify and hold harmless the Platform, its directors, employees, agents, partners and associates from any liability, claim, proceedings, damage, penalty, fine and costs (including reasonable attorney's fees) arising directly or indirectly from:

The Clipper's indemnification obligation towards the Platform is separate and independent from any indemnification obligation the Clipper may have entered into directly with a Brand under a Campaign Agreement (capped at five times their received remuneration). These two regimes apply in parallel and not in cascade.

Within the framework of the Make-Good mechanism provided for in Article 6 of MSA Brand v1, LoupiXa may invite Clippers to participate in a supplementary Campaign at no additional cost to the Brand, in order to deliver the missing Verified Views.

The Clipper who accepts a Make-Good supplementary Campaign waives any claim on the grounds of the non-remunerated nature of the initial campaign for the views covered by the Make-Good, the two operations being economically linked.

LoupiXa operates a referral programme allowing any active Clipper (the "Referrer") to recommend that a third party join the Platform as a Clipper (the "Referred Clipper"). The existence of a referral is conditional on the indication of the Referrer's code or identifier at the time of the Referred Clipper's registration, or on the signing of the referral amendment at the bottom of these T&Cs.

The referral bonus ceases automatically in the event of termination of the Referrer's or the Referred Clipper's account, for whatever reason. LoupiXa reserves the right to suspend or terminate the referral programme at any time, upon thirty (30) days' notice, without this constituting a contractual breach.

The Platform's total liability towards the Clipper, for whatever reason, is capped at the amount of service commissions actually received by the Platform in respect of the Clipper's activity during the three (3) months preceding the triggering event. This cap is distinct from the twelve (12) month cap applicable to the LoupiXa–Brand relationship under MSA Brand — this difference reflects the nature of the relationships.

The Platform expressly excludes any liability for indirect damages, intangible losses, loss of future income or reputational damage to the Clipper resulting from a Clip takedown.

Section VIII — Termination & Effects

14.1 — Automatic termination by the Platform

The Platform may terminate a Clipper's account automatically, without notice or indemnity, in the event of: (a) a third Strike within the meaning of Article 11; (b) a breach constituting a characterised criminal offence; (c) proven fraud as to identity or professional status; (d) conduct damaging the image or interests of the Platform.

14.2 — Termination at the Clipper's initiative

The Clipper may terminate their account at any time with [15] days' notice, provided that all ongoing Campaigns have been finalised and all ongoing IP disputes have been resolved.

14.3 — Effects of termination

Section IX — Mediation, Force Majeure, Confidentiality, Applicable Law

Any dispute relating to the application of these T&Cs, including the challenge of a Strike, shall be subject to an attempt at amicable resolution prior to any legal action. The most diligent party shall send a written notice specifying the nature of the dispute. The parties have thirty (30) days to reach an amicable agreement. In the absence of an agreement, the parties may have recourse to an accredited professional mediator, whose fees shall be shared equally.

Neither party may be held liable for the total or partial non-performance of its obligations if such non-performance results from a force majeure event within the meaning of Article 1218 of the French Civil Code (an external, unforeseeable and irresistible event). Events of force majeure include in particular: natural disasters, acts of war or terrorism, outages of critical digital infrastructure at a national level, emergency regulatory decisions by public authorities suspending the activities of broadcasting platforms.

The party invoking force majeure must notify the other party within forty-eight (48) hours of the occurrence of the event, specifying its nature, foreseeable duration and effects on the performance of the agreement.