Terms of Sale — Lyw

Version 1.0 Last updated: 19 June 2026

Preamble

These Terms of Sale (hereinafter the "Terms of Sale") govern the financial terms of the transactions concluded between the Users of the Lyw platform (hereinafter the "Platform"), accessible at https://lyw.studio, operated by the company Lyw whose details appear in Article 1.

The Terms of Sale apply to any Image Rights Assignment Contract concluded, via the Platform, between a Talent and a Creator, as well as to the paid services provided by Lyw to its Users (in particular the matchmaking commission and the securing of payment via Stripe).

The Terms of Sale supplement the Platform's Terms of Use. In the event of any contradiction between the Terms of Use and the Terms of Sale, the Terms of Sale prevail for financial and contractual matters; the Terms of Use prevail for matters relating to the use of the Platform.

Use of the Platform's paid Services implies full and unreserved acceptance of these Terms of Sale.

Article 1 — Identification of the Publisher

Company name: LYW Legal form and capital: Simplified joint-stock company (SAS) with share capital of €2,000 Registered office: 61 rue Rossini, 06000 Nice, France RCS / SIRET: RCS Nice 105 173 504 / SIRET 105 173 504 00017 Intra-EU VAT number: FR88105173504 Contact email: support@lyw.studio

Lyw uses Stripe Payments Europe, Ltd ("Stripe") as an authorised payment service provider for collecting and redistributing the sums via the Platform. The terms of use of Stripe Connect services are available at https://stripe.com/connect-account/legal/full.

Article 2 — Purpose

The purpose of these Terms of Sale is to define:

1. The financial terms applicable to the Assignment Contracts concluded via the Platform between Talents and Creators;
2. The remuneration terms of Lyw for its Services (matchmaking commission and securing of payment via Stripe);
3. The terms of payment, invoicing and distribution of the sums via Stripe Connect;
4. The financial rights and obligations of each of the Users.

Article 3 — Parties to the contract and qualification

3.1 Contractual triangle

Any transaction concluded via the Platform involves three parties:

• The Creator, debtor of the total price;
• The Talent, creditor of the net remuneration;
• Lyw, provider of the matchmaking and of the securing of payment via Stripe.

This results in two distinct contracts:

• An Image Rights Assignment Contract concluded directly between the Talent and the Creator, formalised by a document generated by the Platform and whose formation results from the Talent's express acceptance and the Creator's execution of payment.
• A Services Contract concluded between Lyw, on the one hand, and the Creator (matchmaking commission), on the other hand, as well as between Lyw and the Talent (organisation of payment via Stripe and provision of the Platform's tools).

Note: as at the effective date of these Terms of Sale, Talents are exclusively private individuals and do not issue invoices. When the Platform later allows Talents to opt for a professional profile, an invoicing mechanism (in particular by self-billing Talent → Creator via a mandate to Lyw) will be put in place and will be the subject of an update to these Terms of Sale.

3.2 Qualification of Lyw

Lyw is neither a party to the Assignment Contract, nor an agent, nor an employer of the Talent. Lyw acts as a technical intermediary for matchmaking and organises the securing of payment by relying on the authorised services of Stripe Connect.

Article 4 — Conclusion of the Assignment Contract

4.1 Initiation by the Creator

The Creator initiates the process by publishing a Campaign on the Platform, or by sending a Talent directly a proposal for an Assignment Contract via the Platform's "Propose a contract" module.

The Creator enters all the determining parameters of the Assignment Contract:

• Net remuneration proposed to the Talent (in euros excl. VAT);
• Exploitation term;
• Geographic territory;
• Exploitation media;
• Sector(s) concerned and any exclusivity clause;
• Use of artificial intelligence (allowed or not);
• Talent's right of review (with or without prior approval);
• Compensation schedule in the event of early termination (where applicable);
• Additional clauses.

4.2 Acceptance by the Talent

The Talent receives the proposal for the Assignment Contract and has the option to:

• Accept it without modification;
• Refuse it without having to give reasons for their refusal;
• Enter into a negotiation via internal messaging.

The Talent's express acceptance (validation in their personal area on the Platform) combined with the effective execution of payment by the Creator via Stripe constitutes formation of the Assignment Contract. Payment is preceded by a summary step on which the Creator expressly confirms acceptance of the terms of the Assignment Contract.

The PDF document generated by the Platform, which records all the contractual provisions accepted by the parties, produces the effects provided for in Article 1366 of the French Civil Code: it has the same evidential value as a written document on paper.

4.3 Contractual document

The signed Assignment Contract is made available to the Talent and the Creator in their respective Accounts, in PDF format. Each party can download it at any time.

Article 5 — Price, commission and VAT

5.1 Composition of the total amount

The total amount due by the Creator for an Assignment Contract breaks down as follows:

Example for a Talent Amount of €1,000:

• Talent Amount: €1,000
• Lyw commission (excl. VAT): €200
• VAT (20%): €40
• Total Creator incl. VAT: €1,240

5.2 Essential clarifications

• The Talent's remuneration is defined as a net value. No social or tax deduction is made by Lyw at source: the Talent receives the entire Talent Amount and remains solely responsible for their reporting obligations.
• The Lyw commission remunerates exclusively the services provided by Lyw for matchmaking, contractual securing and organisation of payment via Stripe. It is in no way a deduction from the Talent's remuneration: it is borne entirely by the Creator in addition to the Talent Amount.
• The applicable VAT is French VAT at the rate of 20%, collected by Lyw and remitted to the French tax authorities under ordinary law conditions.
• The Stripe fees related to collection (transaction fees, Connect fees) are borne entirely by Lyw out of its own margin. Neither the Talent nor the Creator bears these fees directly.

5.3 Change to the business model

Lyw reserves the right to amend its commission or the financial terms of the Terms of Sale at any time, under the notification conditions provided for in Article 11. Any Assignment Contract being performed on the effective date of the amendment remains governed by the financial terms in force on the day of its conclusion.

Article 6 — Payment terms

6.1 Collection by Stripe

At the time of the conclusion of the Assignment Contract, the Creator is invited to pay the Total Amount incl. VAT via the Stripe Checkout module integrated into the Platform.

Payment is carried out under Stripe Connect's "Destination Charges" scheme: Lyw is the designated merchant ("merchant of record") for the transaction vis-à-vis Stripe and the Creator. Lyw issues the corresponding invoice to the Creator (see Article 7).

Accepted means of payment: bank cards (Visa, Mastercard, American Express subject to Stripe availability) and any other means of payment supported by Stripe Checkout on the day of the transaction.

6.2 Payout to the Talent (transfer_data)

As soon as the collection is validated by Stripe, the net Talent Amount is instantly transferred to the Talent's Stripe Connect account via the transfer_data mechanism. No manual action is required. The time for the actual bank transfer to the Talent's account then depends on the rules of Stripe and of the receiving bank.

6.3 Payment failure

In the event of a payment failure (bank refusal, limit exceeded, Stripe error, etc.), the Assignment Contract is deemed not concluded. The Talent is informed of this via the Platform. The Creator may make a new attempt.

Article 7 — Invoicing

7.1 Creator ← Lyw invoices

Lyw issues and sends the Creator, at the latest by the date of effective collection, an invoice detailing:

• Identification of the Creator (company name, address, intra-EU VAT number where applicable);
• The reference of the relevant Assignment Contract;
• The Talent Amount (excl. VAT);
• The Lyw commission (excl. VAT) and the corresponding VAT;
• The Total incl. VAT collected;
• The mandatory legal mentions (invoice number, date, Lyw's SIRET number, etc.).

The invoice is made available in PDF format in the Creator's area and may be sent by email.

7.2 Current situation of Talents (private individuals)

As at the effective date of these Terms of Sale, Talents are exclusively natural persons acting in a personal capacity (private individuals). As such, they do not issue invoices in the tax sense and do not collect any VAT. The sums received by the Talent constitute income that they declare under their own responsibility to the tax authorities, under the regime applicable to them.

Lyw makes no social or tax deduction at source on the Talent's remuneration.

When the Platform later allows Talents to opt for a professional status, an invoicing mechanism (in particular by self-billing Talent → Creator via a mandate to Lyw, in accordance with Articles 289-I-2 and 242 nonies A of the French General Tax Code) will be put in place and will be the subject of an update to these Terms of Sale.

7.3 Retention of invoices

Lyw retains all the invoices it issues (in particular those issued to the Creator for its commission) for a minimum of ten (10) years in accordance with the accounting obligations of the French Commercial Code. The Creator can access them at any time from their Account.

Article 8 — Modification, withdrawal and compensation

8.1 Modification of an Assignment Contract

A formed Assignment Contract may only be modified with the express and written agreement of both parties. Any material modification (term, territory, media, sectors, remuneration) must be the subject of an amendment signed by the Talent and the Creator, by any means allowing proof of it to be kept (confirmed email exchange, document signed off the Platform, etc.).

Where the modification entails additional remuneration for the Talent, the payment of this additional amount must necessarily pass through the Platform so that the corresponding Lyw commission and VAT are calculated and collected on the broadened basis. Failing this, the modification is unenforceable against Lyw, which reserves the right to suspend the accounts of the parties concerned.

8.2 Talent's right of withdrawal and compensation schedule

Image rights are a fundamental attribute of the Talent's personality, protected by Article 9 of the French Civil Code. As such, and in accordance with settled case law, the Talent retains at all times the right to withdraw their consent to the exploitation of their image, irrespective of the contractual commitments undertaken via the Platform.

The withdrawal takes effect without retroactivity: exploitations lawfully carried out before the withdrawal cannot be challenged on that basis alone. The Creator undertakes to cease, within the time reasonably necessary to stop ongoing distributions (campaigns being broadcast, media being printed, etc.), any new exploitation of the Talent's image as soon as the withdrawal is notified.

The withdrawal may be legitimate — in particular in the event of an attack on the Talent's dignity, exploitation outside the contractual scope, a major change in life circumstances or any other serious reason — in which case it does not give rise to any compensation for the benefit of the Creator.

Conversely, an unjustified withdrawal — that is, a withdrawal of consent by the Talent that is not based on any legitimate reason — engages the Talent's contractual liability and may give rise to the payment of damages for the benefit of the Creator.

To anticipate the financial consequences of an unjustified withdrawal, the Creator may, when concluding the Assignment Contract, provide for a compensation schedule (the "Talent withdrawal compensation" section of the Contract). This schedule, agreed freely between the parties at the time the Contract is formed, sets in advance the amount of the compensation owed by the Talent to the Creator in the event of an unjustified withdrawal. It then applies as a priority to the situations it provides for.

In the absence of a pre-agreed schedule, the loss suffered by the Creator is assessed on a case-by-case basis under the ordinary rules of contractual liability.

Article 9 — Warranties

9.1 Talent's warranties

The Talent warrants to the Creator:

• that they are free from any exclusivity or prior contract incompatible with the Assignment Contract being concluded;
• that they hold all the necessary rights to the photographs uploaded to the Platform;
• that they undertake to comply with all the provisions of the Assignment Contract, and in particular the sectoral or total exclusivity accepted;
• that they will inform the Creator without delay of any fact likely to affect the performance of the Contract (emerging competing exclusivity, etc.).

9.2 Creator's warranties

The Creator warrants to the Talent:

• that they will strictly comply with the scope of authorisation granted (term, territory, media, sectors);
• that they will not use the Talent's image in a context contrary to the Talent's dignity, privacy or reputation;
• that they will pay in full and within the agreed time the sums due;
• that they will inform the Talent without delay of any substantial change in the planned exploitation.

9.3 Lyw's warranty

Lyw warrants to Users the reasonable availability of the Services and the reasonable security of the Platform and of the data passing through it. No other express or implied warranty is granted by Lyw beyond its legal obligations.

Article 10 — Law, mediation and dispute resolution

10.1 Governing law

These Terms of Sale are governed by French law, to the exclusion of any other law, subject to the mandatory provisions in favour of consumers that may be applicable.

10.2 Prior search for an amicable solution

Any dispute relating to the performance or interpretation of these Terms of Sale or of an Assignment Contract is, prior to any legal action, the subject of an attempt at amicable settlement. The parties may request the assistance of Lyw, which will intervene as good offices and without prejudice to its status as a technical intermediary.

10.3 Consumer mediation

For Talents acting in a personal capacity, in accordance with the provisions of the French Consumer Code concerning "the process of mediation of consumer disputes", after having contacted Lyw and in the absence of a satisfactory response, the Talent has the option to use, free of charge, a consumer mediation procedure with:

CM2C 49 rue de Ponthieu 75008 PARIS, France Tel: +33 1 89 47 00 14 Website: https://www.cm2c.net/declarer-un-litige.php Email: litiges@cm2c.net

The Talent has the option to initiate this procedure within one (1) year of their written complaint addressed to Lyw.

10.4 Competent jurisdiction

In the absence of an amicable agreement, any dispute falls within the jurisdiction of the courts of the district of Lyw's registered office, subject to the public-policy rules on consumer protection.

Article 11 — Amendment of the Terms of Sale

Lyw may amend these Terms of Sale at any time. Registered Users are informed of this by email and by a conspicuous notice on the Platform at least thirty (30) days before the new version takes effect.

The Assignment Contracts being performed on the day the new version takes effect remain governed entirely by the Terms of Sale in force on the day of their conclusion.

Article 12 — Miscellaneous provisions

12.1 Entirety: These Terms of Sale, together with the Terms of Use and the Privacy Policy, constitute the entire agreement between the Users and Lyw in contractual and financial matters.

12.2 Partial nullity: If a provision of the Terms of Sale were to be declared null or inapplicable, this nullity would not affect the validity of the other provisions.

12.3 Notices: Any notice is given by email to the address provided by the User in their Account, or to the address legal@lyw.studio for notices addressed to Lyw.

12.4 Language: These Terms of Sale are drafted in French. In the event of a translation, only the French version is authoritative.

End of the Terms of Sale — Version 1.0