Conditions for the approval of partner photographers

PREAMBLE

MYPHOTOAGENCY – a major player in corporate photography and publisher of the web platform available at the URL http://www.myphotoagency.com – carries out photo shoots in Europe on behalf of its clients.

Within this framework, MYPHOTOAGENCY brings together a large community of professional photographers who – once registered on the Site and members of the community known as the "Web Community"), selected and approved by MYPHOTOAGENCY – can access and respond to the shooting offers posted online by MYPHOTOAGENCY's clients on the Site, then

where applicable, under Purchase Orders, to perform these services, in the name and on behalf of MYPHOTOAGENCY.

These General Terms and Conditions of Use supplement the General Terms and Conditions of Use (the "GTC") of the Site, the stipulations of which not modified by the General Terms and Conditions of Use are fully applicable with regard to the use of the Site.

Please read carefully these General Terms and Conditions of Approval and Collaboration for Partner Photographers (the "GTC") applicable to professional photographers who have created their Photographer Profile in accordance with the General Terms and Conditions of Use (the "Photographers") and have received approval from MYPHOTOAGENCY (the "Partners").

Prior to accepting these General Terms and Conditions of Sale (GTCS), the Photographer declares (i) having had the opportunity to request from MYPHOTOAGENCY the necessary information to understand, in particular, the terms of collaboration within the framework of the partnership; (ii) having carefully read these GTCS and the applicable General Terms and Conditions of Use (GTCU); (iii) meeting the prerequisites defined in the GTCU, in particular having significant experience as a professional photographer and acting in a professional capacity within the framework of these GTCS. In this context, the Photographer declares that they are entering into these GTCS with full knowledge and understanding.

MYPHOTOAGENCY recommends that the Photographer keep a printed copy of the applicable CGPP at the time of his acceptance of the CGPP, and in general, of all contractual documents defined below.

ARTICLE 1: DEFINITIONS

Each term beginning with a capital letter has the meaning indicated in its definition below or in the applicable Terms and Conditions, whether singular or plural:

Order Form: refers to the Client Offer selected for the Service, accepted by the Partner via the Photographer Profile under the conditions stipulated in article 6 and designating MYPHOTOAGENCY and the Partner as contracting entities.

Specifications : refers to the document prepared by MYPHOTOAGENCY, based in particular on the needs and requirements expressed by each Client concerned, made available to Partners in their Photographer Profile, defining the instructions to be followed when carrying out the associated Service, if applicable, and which the Partner is deemed to have accepted without reservation.

Client: refers to the client of MYPHOTOAGENCY, beneficiary of the Service which is the subject of the Order Form.

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General Terms and Conditions of Use / GTC: refers to the general terms and conditions of use of the Site as available at the URL: https://myphotoagency.com/sites/default/files/Conditions Generales-d-Utilisation-de-Myphotoagency.pdf.

General Conditions of Approval and Collaboration of Partner Photographers / CGPP: refers to this document.

Contract: refers to the General Terms and Conditions of Purchase, the General Terms and Conditions of Use, the Purchase Orders where applicable, as well as any possible amendments, in the order of priority defined in article 2.

Client Offer: refers to the Client's Service Offer validated and transmitted by MYPHOTOAGENCY, for acceptance by one of the eligible Partners via their Photographer Profile, according to the conditions stipulated in Article 6, and including in particular information relating to the Scope of the Service, the Shooting reference number, information relating to the Client (address, desired dates and times of the Shooting, and where applicable, specific instructions), the number of photos required, etc.

than the price of the service.

MYPHOTOAGENCY : refers to the company MYPHOTOAGENCY, SAS with a capital of 299,880.00 euros whose registered office is located at 13, rue Jean Jacques Rousseau 75001 Paris, registered with the Paris Trade and Companies Register under number B 753 406 016.

Partner : refers to the Photographer who has obtained approval from MYPHOTOAGENCY under the conditions set out in article 4 for the purpose of carrying out Services in the name and on behalf of MYPHOTOAGENCY.

Scope: refers to the description of a Service, including its purpose, the location of the associated Shooting, the desired time slots for the execution of the Shooting, the execution time (if applicable), the maximum number of Photographs and their technical characteristics (format, resolution etc.) to be produced during said Service, as defined in the Specifications or, where applicable, on the corresponding Client Offer.

Photographer : refers to the photographer, natural or legal person acting as a professional who has created his Photographer Profile according to the terms of the CGU, candidate for Partner accreditation or where applicable, Partner.

Photographs: refers to photographs taken during photo shoots.

Client Platform : refers to the web platform or mobile application, allowing the Client to order Shootings and retrieve Photographs, available at the URL address : http://www.myphotoagency.com/clientname .

Personal Data Management Policy : refers to the document describing MYPHOTOAGENCY's policy regarding the protection of personal data and available on the Site at the URL address: https://myphotoagency.com/sites/default/files/mpa_- _politique_de_gestion_des_donnees_a_caractere_personnel_v310518.pdf.

Service : refers to the execution of any Shooting by the Partner on behalf of and for the account of MYPHOTOAGENCY, including the provision on the Client Platform of the resulting Photographs, under the corresponding Order Form.

Photographer Profile : refers to the Photographer's personal space accessible from the Site, and allowing, in particular, Photographers who have obtained Partner approval from MYPHOTOAGENCY to access Client Offers, accept Purchase Orders, and schedule any Service with the

Client contact and to make the resulting photographs available to them. Shooting: refers to professional photo shoots carried out under a Purchase Order. Site: refers to the website accessible via the Internet at the URL: http://www.myphotoagency.com.

ARTICLE 2: CONTRACTUAL DOCUMENTS

The Contract is composed of the documents defined and classified below in descending order of priority, the preceding one taking precedence over the following one in case of contradiction; it being understood that in the event that two documents of the same rank are contradictory, the most recent one prevails:

– all Purchase Orders;

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– these General Terms and Conditions of Sale and any subsequent amendments;

– the Personal Data Management Policy;

– the Terms and Conditions.

ARTICLE 3: PURPOSE OF THE CONTRACT

The purpose of the Contract is to define the terms and conditions (i) of approval by MYPHOTAGENCY of the Photographer as Partner, and (ii) of collaboration between MYPHOTAGENCY and the Partner within the framework of their non-exclusive partnership, and in particular the terms of ordering and performance of Services.

MYPHOTOAGENCY is under no obligation towards Photographers, particularly regarding their potential Partner accreditation and/or the number of accreditations granted; it being understood that Partners do not benefit from any exclusivity of any kind. In any event, Partner accreditation does not imply any commitment on the part of MYPHOTOAGENCY regarding any minimum volume of Services.

ARTICLE 4: CONDITIONS FOR APPROVAL OF THE PHOTOGRAPHER BY MYPHOTOAGENCY MYPHOTOAGENCY makes a selection among the Photographers.

Only Photographers with a significant portfolio and experience in MYPHOTOAGENCY's areas of intervention are eligible for Partner status.

The selection of Partners is left to the sole discretion of MYPHOTOAGENCY based on any potential interviews and the following criteria, the list of which is not exhaustive:

– the quality of the photographs presented when creating the Photographer Profile in accordance with the stipulations of the Terms and Conditions;

– the Photographer's suitability with MYPHOTOAGENCY's working methodology as described in particular in the Specifications;

– the use of quality equipment meeting MYPHOTOAGENCY standards (such as: wide angle lens, tripod).

In exceptional circumstances, MYPHOTOAGENCY may grant or withdraw its approval following an initial trial mission.

Once the Photographer has the status of Partner, he/she is likely to be entrusted with the performance of Services through the Client Platform, in the name and on behalf of MYPHOTOAGENCY.

To avoid any ambiguity, it is specified that MYPHOTOAGENCY freely chooses its Partners, and compliance with the selection criteria cannot prejudge the obtaining of Partner status by a Photographer.

If the Photographer is approved by MYPHOTOAGENCY, they agree to provide several supporting documents and additional information, including, but not limited to, proof of registration less than three (3) months old with the Trade and Companies Register or the Trades Directory, and a certificate of compliance from the URSSAF or RSI. These documents must be kept up to date throughout the collaboration with MYPHOTOAGENCY.

Similarly, the Photographer, who certifies having taken out professional liability insurance covering all of his activities arising, where applicable, from the execution of the Contract, undertakes to provide MYPHOTOAGENCY, upon simple request, with all

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Supporting documents or certificates, particularly those relating to the nature of the risks covered and the payment of premiums, must be provided. Any modification, suspension, or termination of this insurance, for any reason whatsoever, must be notified to MYPHOTOAGENCY without delay.

ARTICLE 5 – COLLABORATION BETWEEN THE PARTIES

The Parties acknowledge that the success of this Agreement requires – in addition to the good faith performance of the Agreement by each Party – active, close, and regular communication. The Parties will communicate primarily by email and/or telephone, particularly in connection with the performance of the Services.

In the event of any difficulty in the execution of the Contract, each Party undertakes to inform the other Party as soon as it becomes aware of it.

ARTICLE 6 – PARTNERSHIP IMPLEMENTATION PROCEDURES: AWARD OF A CUSTOMER OFFER; PURCHASE ORDERS AND PERFORMANCE OF SERVICES

6.1 Client Offers are transmitted by MYPHOTOAGENCY via email, SMS notification and on the Professional Profiles of all Partners with the area of expertise required by these offers, and whose professional address is located within a radius of thirty (30) kilometers of the location of execution of the Service.

6.2 Once a Partner meets the criteria outlined in Article 6.1, these Client Offers may be notified to them, and they may accept them at their sole discretion via their Professional Profile. Each Client Offer is allocated to a Partner on a "first come, first served" basis, with accepted Client Offers serving as a Purchase Order for the corresponding Service between the Partner and MYPHOTOAGENCY.

By accepting a Purchase Order, the Partner agrees to perform the corresponding Service on behalf of and for the account of MYPHOTOAGENCY, in accordance with the terms of the Contract and in strict compliance with the applicable Scope, and in particular the Specifications, as well as any directives and instructions from MYPHOTOAGENCY, if applicable. The Partner expressly acknowledges that MYPHOTOAGENCY is the sole party with which it contracts for the purpose of performing the Service, and that MYPHOTOAGENCY alone will communicate to the Clients any confirmation of Service completion and any related invoices.

6.3 The Partner agrees to contact the Client within twenty-four (24) hours of acceptance of the Client Offer to schedule their intervention. They further agree to respect the dates and times agreed upon with the Client and to act professionally and courteously towards them in all circumstances.

If it is impossible to contact the Client, the Partner undertakes to notify MYPHOTOAGENCY without delay.

6.4 Once the Shooting corresponding to the Service has been completed, the Partner transfers the resulting Photographs via the dedicated section of his Photographer Profile within a maximum of twenty-four (24) hours, unless otherwise stated on the Order Form.

6.5 The Partner is free to organize itself in the performance of the Services, in compliance with the Scope and, more generally, the Contract. The Partner shall implement, at its own expense, the appropriate resources to ensure the proper performance of the Services within the Scope. In this context, the Partner is responsible for defining the resources, tools, methods, and means of execution necessary for the performance of the Services.

6.6 The Partner undertakes to (i) request any information it deems useful for the performance of the

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Services and; (ii) notify MYPHOTOAGENCY in writing as soon as it becomes aware of any element, event, act likely to affect the proper performance of its obligations under the Contract, in particular, in the event of bad weather preventing the proper performance of a Service or in the event of personal constraint.

6.7 During the course of the collaboration and for the proper execution of certain Services, the Partner may be required to use specific equipment provided by MYPHOTOAGENCY. The Partner agrees to return said equipment, upon MYPHOTOAGENCY's first request, in the same working condition as when it was provided, and to use it only for the purposes of the Contract.

6.8 The Photographs will be received by MYPHOTOAGENCY in order to verify, in particular, their conformity to the Scope.

If necessary, MYPHOTOAGENCY will notify the Partner in writing of its reservations and observations. The Partner will then immediately, at its own expense, correct the Photographs or arrange a new photoshoot according to MYPHOTOAGENCY's recommendations and within the timeframe specified by MYPHOTOAGENCY, which may not exceed two (2) days. The corrected Photographs will be made available via the Partner's Photographer Profile and subject to the same conditions

reception described in this article 6.8.

In any event, no acceptance shall be deemed tacit. Only the absence of any reservation in the activity report relating to the photographs taken during the previous month and referred to in Article 12, duly signed by an authorized representative of MYPHOTOAGENCY, shall constitute acceptance.

ARTICLE 7 – GENERAL OBLIGATIONS OF THE PARTNER

The Partner specifically agrees to:

– to put in place all the material and human resources necessary for the performance of the Services;

– to provide Services that comply with the specifications of their Scope and in accordance with best practices;

– to behave in a loyal manner towards MYPHOTOAGENCY;

– not to harm the brand image and reputation of MYPHOTOAGENCY and in particular not to denigrate it;

– to inform MYPHOTOAGENCY of any change in its organization, and in particular of any change likely to affect the performance of the Contract and/or all or part of the Services, in particular in the event of annual closure, transfer of the business and/or collective procedure.

ARTICLE 8 – STATISTICS AND CONTROL RIGHTS

8.1 The Partner acknowledges and accepts that in order to best satisfy Clients, MYPHOTOAGENCY may carry out statistical monitoring, in particular by conducting satisfaction surveys through questionnaires sent to Clients after the Services.

8.2 The Partner acknowledges that MYPHOTOAGENCY and/or any third party designated by MYPHOTOAGENCY have the right to monitor the Services. In particular, as soon as a Client submits a complaint to MYPHOTOAGENCY, the latter and/or the designated third party may conduct any necessary checks to verify the results of the Services performed and their compliance with both the Partner's contractual obligations and the corresponding Scope. Following each check,

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MYPHOTOAGENCY will send the Partner a detailed report, describing any deficiencies that may have given rise to a complaint, if applicable.

In the event that the number of complaints exceeds five percent (5%) of the total number of Services performed by the Partner during a consecutive period of three (3) months, MYPHOTOAGENCY would be entitled to terminate the Contract under the conditions provided for in Article 20.2.3.

ARTICLE 9 – REFERENCES

During the term of the Contract, each Party authorizes the other Party to use its name and logo as a commercial reference, in particular on its website, subject to informing the other Party beforehand, not distorting them (in particular by modifying and/or adapting them) and not associating them with names and/or logos of third parties that may harm their image.

ARTICLE 10 – INTELLECTUAL PROPERTY

10.1 Client Platform

Subject to the Photographer's rights over his personal data and over the Photographs transmitted during the creation of his Photographer Profile (including his profile picture) and over which the Partner expressly agrees to the right for MYPHOTOAGENCY to use, represent and reproduce them within the exclusive framework of its service offering, MYPHOTOAGENCY and/or its licensors is/are in particular the owner(s) of all property rights relating to the Client Platform – including and without limitation – rights relating to applications, software, trademarks, illustrations, documentation and/or any material.

10.2 Databases

With the exception of data that cannot be appropriated, the database linked to the activity of MYPHOTOAGENCY and the data it contains are the exclusive property of MYPHOTOAGENCY.

10.3 Trademarks and other intellectual property rights

Subject to the trademarks and other distinctive signs provided, where applicable, by the Photographer for reproduction purposes, particularly on the Client Platform, this Agreement does not include any license or right to the trademarks and other distinctive signs of either Party or any intellectual property rights. Generally, any use of a trademark or intellectual property right of either Party not expressly authorized under this Agreement is subject to the express prior authorization of the other Party.

10.4 Photographs taken as part of the Services

10.4.1 Subject to the Partner's moral rights – and third-party elements included in the Photographs where applicable (model(s), trademarks, logos, rights to photographed property, etc.) which are the property of their respective owners, for which the Partner guarantees to hold the necessary rights to exploit the rights assigned to the Photographs according to the terms of the Contract – the economic rights relating to the Photographs and ownership of the related medium are assigned to MYPHOTOAGENCY for Web, print and press media for a period of fifteen (15) years from the date of assignment as defined below.

By express agreement, the price for the transfer of the economic rights to each Photograph corresponds to the price indicated in the relevant Purchase Order. In this context, the Partner expressly waives any claim to a corresponding share of the profits derived from the exploitation of the Photographs and the transferred rights.

10.4.2 The transfer of the intellectual property rights relating to the Photographs includes:

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the right of reproduction, including (i) the right to fix, have fixed, reproduce, have reproduced, record, have recorded by all technical processes known or unknown at the date of the conclusion of the Contract, on all Web, print and press media known or unknown at the date of the conclusion of the Contract, in all formats, using all framing ratios, the images and videos in black and white or in color of all or part of the Photographs; (ii) the right to establish or have established, to exploit or have exploited, in such number as MYPHOTOAGENCY may see fit, all or part of the Photographs on all Web, print and press media, in all formats and by all processes known or unknown at the date of the conclusion of the contract; (iii) the right to put into circulation and to exploit or have exploited the Photographs, on all media as specified above, by all electronic communication networks and more generally, by all means of making available to the public known or unknown at the date of conclusion of the Contract, of all or part of the Photographs; (iv) the right to reproduce the Photographs as well as to store them, with a view to their transfer or dissemination on all Web, print and press media and by all technological means and processes;
the right of representation, including in particular (i) the right to represent or have represented the Photographs to the public in whole or in part, by any means of communication Web, print and press existing or unknown at the date of conclusion of the Contract (ii) the right to authorise the public presentation of the Photographs in any promotional event;
subject to not infringing the Partner's moral rights, the right of adaptation, including in particular (i) the right to retouch and/or modify the digital files delivered where applicable; (ii) the right to use all processes for the representation or digital reproduction of all or part of the Photographs, in a linear or interactive manner, allowing the full reconstruction of the Photographs or fragments thereof, alone or integrated with other audiovisual, computer, telematic or any other elements of any form and content;
the right of use, including in particular the right to make any use and exploit the Photographs for the needs of its own activity or for the benefit of third parties, in any capacity whatsoever, and in particular for communication purposes, internal and/or external, on the aforementioned media;
the right to market, including in particular the right to distribute free of charge or for a fee, and to market in any way whatsoever, whether alone or integrated with other products and/or services, all or part of the Photographs. In this regard, the Partner accepts that the Photographs may be subject to the inclusion of any logos and/or trademarks and/or texts, including advertising texts from MYPHOTOAGENCY;
assign, in whole or in part, to any assignees of its choice, the entirety and exclusivity of the economic rights relating to the Photographs assigned under this article.

The aforementioned transfer will take effect as and when the Photographs are produced under the Services and in consideration of payment of the price mentioned on the corresponding Order Form, by MYPHOTOAGENCY.

The sale will expressly benefit all existing or future subsidiaries of MYPHOTOAGENCY.

10.4.3 As a consequence of the transfer of ownership referred to in Articles 10.4.1 to 10.4.2, MYPHOTOAGENCY shall have full and free disposal of the Photographs under the preceding terms, in particular for the duration and scope of the rights transferred; it being specified that the transfer referred to in the Contract shall not entail any obligation for MYPHOTOAGENCY to exploit them.

10.4.4 MYPHOTOAGENCY may, if it so wishes, take action in its own name or in the name of any third party

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authorized by it, any intellectual property rights to the Photographs, according to the procedure it deems most appropriate; the Partner undertakes to perform any act and sign any document necessary or required thereafter to reinforce MYPHOTOAGENCY's rights to the Photographs, directly or indirectly.

ARTICLE 11 – REPRESENTATIONS, WARRANTIES

11.1 Each Party represents and warrants that (i) the conclusion and performance of the Contract do not infringe the rights of third parties and in particular the terms of any contract to which it is a party, and (ii) it complies with and ensures compliance by its employees and, where applicable, by its subcontractors, with applicable laws, regulations, licenses and regulatory authorizations and professional practices.

11.2 Notwithstanding the foregoing, as stipulated in the General Terms and Conditions of Use, and unless otherwise stipulated in the Contract, the Site is provided to the Photographer "as is" and without warranty of any kind. It is expressly agreed that the unavailability and/or disruptions in the operation of the Site and/or the Client Platform shall not give rise to any compensation whatsoever payable to the Photographer.

11.3 The Partner shall exercise all due care and diligence in performing the Services and shall comply with the best practices and customs of its profession. The Partner undertakes, upon completion of a performance agreement, to provide Services in accordance with its commitments defined under the Contract and, in particular, the Purchase Orders.

11.4 The Photographer guarantees that all information and content that he provides, in particular when creating his Photographer Profile, is true and compliant with current legislation, that it corresponds to an effective and available service offer, that he has all the necessary rights to the elements provided to MYPHOTOAGENCY, and that the information he has transmitted or will transmit to MYPHOTOAGENCY is accurate and provided in good faith.

11.5 The Photographer agrees to defend MYPHOTOAGENCY at its own expense against any allegation of infringement of intellectual property rights and/or any infringement of third-party rights (including any infringement of a third party's image rights), provided that MYPHOTOAGENCY has been promptly notified in writing of the existence of such allegation and that the Photographer has been in charge of the defense and any negotiations aimed at reaching a settlement. The Photographer shall be liable for any damages awarded against MYPHOTOAGENCY as a result of an act of infringement and/or unfair competition and/or infringement of image rights, as well as all costs and expenses of any kind incurred in defending MYPHOTOAGENCY, including attorneys' fees.

ARTICLE 12 – ACTIVITY REPORTS

On the 1stof each month, each Party shall send the following by email to the other Party: (i) For MYPHOTOAGENCY:

– a monthly summary of the number of Services performed and delivered during the previous month and including the amount of sums that the Partner is entitled to receive; in this respect, without prejudice to any deduction that may be made subsequently in respect of sums possibly owed by the Partner to MYPHOTOAGENCY in accordance with the Contract, in particular under the following paragraph;

– the status of claims relating to all Services performed and, where applicable, the amounts reimbursed to Clients, following these claims.

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(ii) For the Partner:

– the status of cancellations and customer complaints, accompanied by operational information where applicable.

ARTICLE 13 – FINANCIAL CONDITIONS

13.1 Price

The Partner is remunerated by MYPHOTOAGENCY for each Service performed in accordance with the corresponding Order Form, as stipulated in Article 6 of the General Terms and Conditions of Sale. The Partner's total remuneration varies according to the MYPHOTOAGENCY price list available on the Website, and in particular according to the number of photoshoots completed and delivered to MYPHOTOAGENCY by the Partner for the Services during the month in question.

The price of the Service is all-inclusive and final. It includes remuneration related to the transfer of copyright pertaining to the Photographs taken during the Service, in accordance with Article 10 of the General Terms and Conditions of Sale.

13.2 Invoicing, payment

The Partner shall send MYPHOTOAGENCY a monthly invoice corresponding to the amount indicated in the monthly summary for the previous month, sent by MYPHOTOAGENCY as stipulated in Article 12 (i).

The payment of the invoice sent by the Partner to MYPHOTOAGENCY is made within a maximum period of thirty (30) days, upon receipt thereof, by bank transfer to the bank details specified on the Photographer Profile.

13.3 Payment Incidents

Failure by MYPHOTOAGENCY to pay the sums due by due date will automatically result in the Partner in invoicing late payment interest on the amount of the sums due, at a rate equal to three (3) times the legal interest rate in force, from the due date of the corresponding invoice, as well as the payment of a fixed compensation for recovery costs of forty (40) euros in accordance with the provisions of Articles L.441-6 and D.441-5 of the Commercial Code.

13.4 Professional expenses

The Partner alone bears all professional fees and costs related to its activity under this Agreement. By express agreement, all connection and communication costs necessary to access the Site, as well as all costs incurred as a result of using said Site, remain the responsibility of the Partner. Similarly, MYPHOTOAGENCY shall not cover travel expenses or other costs

related to the performance of any Services.

ARTICLE 14 – LIABILITY

Due to the nature of its activity, MYPHOTOAGENCY can only be held to an obligation of means.

Therefore, MYPHOTOAGENCY is not bound by any obligation regarding the results of the partnership that is the subject of the Contract, and in particular regarding the development of the Partner's activities as a result of the Contract.

The Partner, where applicable, performing Services in the name and on behalf of MYPHOTOAGENCY as a service provider operating independently of MYPHOTOAGENCY, and not being its employee or agent, undertakes to defend at all times and indemnify MYPHOTOAGENCY for all costs, damages and interest that may be claimed

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to the latter due to claims from Clients or third parties against MYPHOTOAGENCY relating to incidents, acts or negligence committed during the performance of the Services or in connection with them.

Furthermore, and notwithstanding the foregoing, the Parties expressly agree that in the event of any claim against MYPHOTOAGENCY, regardless of the nature and/or basis of the action:

– only direct damages are likely to give rise to compensation;

– all indirect, consequential and/or incidental damages, including but not limited to Site interruption, commercial loss, loss of customers, any commercial disruption, and loss of brand image, suffered by the Partner and/or a third party, shall not give rise to any compensation in favor of the Partner and/or a third party, even if MYPHOTOAGENCY has been warned of such damage;

– MYPHOTOAGENCY’s liability shall be limited, regardless of the nature and legal basis of any action brought against it, to the net amount received by MYPHOTOAGENCY under the Contract during the last three (3) months preceding the event giving rise to the issue.

The Partner acknowledges that the limitations and exclusions of liability defined in the Contract reflect the allocation of risks under the Contract and the economic balance required by the Parties on the one hand, and that the terms and conditions of the Contract, including the financial terms, would have been substantially different without these limitations and exclusions on the other hand, and that they will remain in effect, even in the event of termination or cancellation of the Contract.

In any event, the Parties expressly agree that any action for liability against MYPHOTOAGENCY is time-barred after a period of twelve (12) months from the event giving rise to the damage in question.

ARTICLE 15 – CONFIDENTIALITY

Each Party shall treat as strictly confidential all data, information, or knowledge of any form, nature, or medium whatsoever that it may become aware of in connection with this Agreement, including the terms and conditions of this Agreement (the "Confidential Information"), and undertakes not to communicate or disclose the Confidential Information to any third party. By express agreement, the Partner undertakes to treat the Photographs and all information concerning Clients and Specifications as Confidential Information of MYPHOTOAGENCY, as well as MYPHOTOAGENCY's business practices of which it may become aware in connection with this Agreement.

The Parties may only disclose Confidential Information to those persons authorized to know it solely for the purposes of performing the Contract and who agree to be bound by the provisions of the Contract. Each Party undertakes to have each of the aforementioned persons sign a confidentiality agreement containing provisions equivalent to those in this Article 15.

Each Party undertakes to immediately and expressly inform the other Party of any fact or circumstance of which it becomes aware concerning any possible unauthorized possession or use of such information.

Information, documents, and/or tools that (i) were in the public domain at the time of their disclosure or have entered the public domain without breach of the provisions of this article, (ii) result from knowledge of the other Party without breach of this confidentiality obligation, or are obtained from a third party not bound by a confidentiality agreement, and/or (iii) must be disclosed pursuant to a

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judicial or administrative decision to which the Parties are subject.

The commitment provided for in this article shall take effect upon acceptance of the CGPP by the Photographer and shall end five (5) years after the termination of the Contract for any reason whatsoever, subject to Confidential Information relating to the intellectual property of MYPHOTOAGENCY, for which the obligation of confidentiality shall remain applicable for the entire duration of the rights relating thereto.

In the event of a breach by the Partner of the obligations referred to in this article, the Partner shall pay MYPHOTOAGENCY compensation in the amount of two thousand (2,000) euros for each breach, without prejudice to any damages to which MYPHOTOAGENCY may be entitled and any action which it may be entitled to take under the Contract, including termination of the Contract in accordance with the provisions of Article 20.2.3.

ARTICLE 16 – PERSONAL DATA – APPLICABLE REGULATIONS AND PROFESSIONAL PRACTICES

16.1 The Parties undertake, with respect to their respective obligations, to comply with all applicable laws and regulations concerning the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter the “GDPR”) and the French Data Protection Act (Loi Informatique et Libertés) in its current version. MYPHOTOAGENCY’s Personal Data Management Policy is fully applicable to this Agreement.

16.2 More generally, the Parties undertake to comply with all applicable legal and regulatory requirements and professional practices. Each Party shall be solely responsible for all matters and obligations inherent to its status and professional activities, including the registration of its business and the declarations to be made to the relevant authorities and organizations. Each Party shall ensure that it does not, through any action or omission, place the other in a situation that violates applicable laws and regulations.

ARTICLE 17 – PERSONNEL

The Partner's staff and agents, where applicable, remain under its exclusive control and responsibility and are subject to the legal and contractual provisions governing labor within the entity that employs them. In particular, the Partner declares that (i) its staff members are employed legally in accordance with labor law and that it has fulfilled its corresponding tax and social security obligations, and (ii) it is in compliance with regulations concerning undeclared work. Accordingly, the Partner undertakes to provide MYPHOTOAGENCY, upon request, with the documents listed in Article D 8222-5 of the French Labor Code, as well as any other document whose submission is required by law or regulation.

In the event that the Partner uses subcontractors, the latter undertakes to have them sign a document stipulating that they are required to comply with applicable labor law regulations.

ARTICLE 18 – ECONOMIC DEPENDENCE

The Partner is required to immediately inform MYPHOTOAGENCY of any risk of economic dependence. In such a case, the Parties may jointly consider possible adjustments. In all cases, and particularly in the event of early termination of the Contract, MYPHOTOAGENCY shall not be held liable in any way whatsoever under the terms of the

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economic dependence.

ARTICLE 19 – NON-COMPETITION

The Partner must not allow any misunderstanding to persist that the Services are performed in the name and on behalf of MYPHOTOAGENCY.

For the entire duration of the Contract and for a period of one (1) year from its termination for any reason whatsoever, the Partner expressly undertakes not to carry out any photo shoots on behalf of the Clients.

Similarly, the Partner is prohibited from directly or indirectly marketing the Photographs and/or works derived from said Photographs, and/or from using the Photographs for purposes other than the performance of the Services within the strict framework of the Contract.

By express agreement, the Partner undertakes, if it should be contacted directly by a Client, to notify MYPHOTOAGENCY without delay, by email.

ARTICLE 20 – DURATION, TERMINATION, EFFECTS OF END OF CONTRACT

20.1 Duration

The Contract shall come into effect upon acceptance of the General Terms and Conditions by the Photographer – subject to his approval as a Partner – and shall remain in effect for a period of one (1) year, unless terminated early in accordance with the terms of Article 20.2.

At the end of the current contractual period, the Contract will be tacitly renewed for a period of one (1) year unless terminated by MYPHOTOAGENCY at least three (3) months before the end of the current annual period, by email to the Partner at the address indicated on the Photographer Profile, or by the Partner to MYPHOTOAGENCY in accordance with the terms of article 20.2.1 of the Contract.

20.2 Termination

20.2.1 Notwithstanding the foregoing, each Party may terminate the Contract at any time and without cause by registered letter with acknowledgment of receipt, subject to a notice period of one (1) month following the date of the registered letter with acknowledgment of receipt.

20.2.2 In the event of a breach by one of the Parties of any of its contractual obligations, which is not remedied, where applicable, within fifteen (15) days from the receipt of the registered letter with acknowledgment of receipt notifying the breach in question, the other Party may terminate the Contract.

20.2.3 Notwithstanding the foregoing and in addition to the case of withdrawal of accreditation referred to in Article 4, MYPHOTOAGENCY may notify the Partner of the withdrawal of accreditation and the termination of the Contract at any time by registered letter with acknowledgment of receipt, without prior notice and without further formality, in cases where: (i) a breach of the Partner's confidentiality and/or non-competition obligations as stipulated in Articles 15 and 19 is observed; (ii) the Client complaint rate

would exceed the threshold of five percent (5%) for a period of three (3) months; (iii) MYPHOTOAGENCY becomes aware of a clear breach of public order or the rights of third parties by the Photographer, or learns that the Photographer has provided it with inaccurate information; (iv) the Partner fails to fulfill

General Terms and Conditions of Agreement and Collaboration for Partner Photographers 12

plus the administrative eligibility conditions stipulated in the Contract; (v) in the event of a change of control of the Photographer and/or; (vi) the Photographer is subject to safeguard, receivership or liquidation proceedings unless the administrator or liquidator decides to continue the contracts in progress, as stipulated in Articles L.622-13 and L.641-11-1 of the Commercial Code.

20.3 Effects of Contract/Service Termination

At the end of the Contract for any reason whatsoever:

(i) the Partner undertakes to immediately return to MYPHOTOAGENCY all items and documentation in its possession or control, in any form whatsoever, provided by MYPHOTOAGENCY, as well as any copies that may have been made thereof;

(ii) each Party shall cease all use of the trademarks and logos of the other Party.

Furthermore, in the event of early termination of a Service and/or at the end of the Contract, the Parties agree that, unless otherwise stipulated in the Contract:

(i) the Partner undertakes to complete the performance of the Services under the current Purchase Orders, unless otherwise instructed in writing by MYPHOTOAGENCY;

(ii) MYPHOTOAGENCY invoices and pays the Partner the sums due to the latter for Services not yet paid for, according to the terms of the Contract;

(iii) the Partner shall pay MYPHOTOAGENCY any amount due under the Contract, if any.

Finally, Articles 8.2, 10, 11, 13, 14, 15, 16, 17, 18, 19, 20, 23, 24 and all stipulations intended to survive, shall remain in force after the termination of the Contract, for the period necessary to give them the intended effect.

ARTICLE 21 – INDEPENDENCE OF THE PARTIES

By concluding the Contract, the Parties declare that they do not intend to form a company or any legal entity whatsoever and that any form of "affectio societatis" as well as any sharing of results are formally excluded.

By express agreement and to avoid any ambiguity, the Partner acknowledges that its business relationship with MYPHOTOAGENCY is a relationship between two independent and autonomous economic actors, free from any relationship of dependence, subordination, or representation of one Party by the other. Nothing in this Agreement creates or is deemed to create an employer-employee relationship between MYPHOTOAGENCY and the Partner.

ARTICLE 22 – ASSIGNMENT, TRANSFER AND SUBCONTRACTING

The Photographer understands and acknowledges that this Agreement is entered into on a personal basis. In this sense, the Agreement is personal to the Photographer. Consequently, the Photographer is prohibited from assigning, subcontracting, and/or otherwise transferring the rights and obligations arising from this Agreement without the prior written consent of MYPHOTOAGENCY. In any event, the Photographer will remain solely responsible for the performance of the obligations related to the Services and, more generally, for all obligations under this Agreement.

By express agreement, MYPHOTOAGENCY may assign and/or otherwise transfer its rights and obligations under this Agreement to any third party of its choosing, subject to the transferee assuming its obligations. MYPHOTOAGENCY will then be released from all liability to the Photographer under this Agreement, effective from the date of written notification of the transaction to the Photographer, and will not be held jointly liable for the performance of this Agreement by the

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assignee.

The Photographer expressly authorizes MYPHOTOAGENCY to subcontract the execution of all or part of its contractual obligations to any third party of its choice, it being specified that MYPHOTOAGENCY will then be solely responsible to the Photographer for all obligations arising from the Contract.

ARTICLE 23 – GENERAL STIPULATIONS

23.1 This Agreement constitutes the entire agreement between the Parties. It supersedes all prior or contemporaneous oral or written agreements relating to the same subject matter as this Agreement.

23.2 The Contract may only be modified by an amendment (which may not be a pre-printed form of contract or general terms and conditions) signed by a duly authorized representative of each Party.

23.3 If one or more provisions of this Agreement are held to be invalid or declared as such pursuant to any law, regulation, or final decision of a competent court, the Parties agree to consult with each other to find a solution acceptable in accordance with the spirit of this Agreement. All other provisions shall remain in full force and effect, unless the very purpose of this Agreement is thereby rendered meaningless.

23.4 The fact that one Party belatedly invokes, or fails to invoke, a breach by the other Party shall not constitute a waiver of its right to invoke that breach in the future. Any waiver shall only be enforceable if it has been expressed in an amendment, in accordance with the conditions of Article 23.2 above.

23.5 The Parties shall not be liable for any failure to perform their obligations resulting from a force majeure event as defined in Article 1218 of the French Civil Code. The occurrence of a force majeure event shall initially suspend the performance of the Contract automatically. However, if a force majeure event prevents the performance of the Contract for a period exceeding thirty (30) days, either Party may terminate the Contract automatically and without the need for any legal formalities, by registered letter with acknowledgment of receipt. If the impediment is permanent, the Contract shall then be automatically terminated, and the Parties shall be released from their obligations in accordance with the provisions of Articles 1351 and 1351-1 of the French Civil Code.

23.6 Unless otherwise stipulated in the Contract, computerized files, data, messages, and records stored in each Party's computer systems shall be admissible as evidence of communications between them, provided that the Party from which they originate can be identified and that they are created and stored under conditions that guarantee their integrity. Notwithstanding the provisions of this paragraph, notifications between the Parties under the Contract shall be made by registered letter with acknowledgment of receipt.

23.7 This Agreement is written in French. If this Agreement is translated, only the French version will be binding on the Parties. Furthermore, all communications, notices, or messages given under this Agreement will be in French.

ARTICLE 24 – DISPUTES AND APPLICABLE LAW

This Agreement is governed by French law. In the event of any difficulty arising from pre-contractual relations or related to the validity, performance, or interpretation of this Agreement, the Parties shall first seek an amicable solution. If no amicable solution can be reached, any dispute shall be submitted to the French courts, which shall have exclusive jurisdiction, even in summary proceedings, in cases involving multiple defendants, or in third-party claims.

General terms and conditions of agreement and collaboration with partner photographers