Terms of Use - Organization

1. Preamble and Definitions

Acceptance of the Terms of Use

Access to and use of the Silkfy platform by your organization are governed by these Terms of Use. By subscribing to a plan, creating an organizational account, or using any of the services offered by Silkfy, you acknowledge that you have read, understood, and agreed to be bound by the entirety of these Terms of Use, as well as the Data Processing Agreement (DPA) and the Privacy Policy for Organizations. This acceptance constitutes a legally binding contractual agreement between your organization and Productions Extrevent inc.

If you do not accept these Terms of Use in their entirety, you are not authorized to subscribe, access the Silkfy platform, or use its services. Any use of the platform in violation of this clause constitutes an infringement of our rights and may result in the immediate suspension or termination of your access, as well as the forfeiture of any amounts already paid.

The Silkfy platform is operated and administered by Productions Extrevent inc., a corporation duly incorporated under the laws of the province of Quebec, Canada. All services are provided from our head office located in Quebec.

Contracting Parties

These Terms constitute a contract between:

1. Productions Extrevent inc. (hereinafter "Silkfy", "We", "Us", "Our"), as the provider of the platform and services.
2. Your organization (hereinafter the "Client", "You", "Your"), as the subscriber to the services.

Definitions

For the purposes of these Terms, the following terms have the meanings indicated:

• "Platform": Refers to the Silkfy solution, including the web interface, dashboards, APIs, and all associated features allowing the creation and management of marketing gamification programs.
• "Services": Refers to all features, modules, and services provided by Silkfy according to the subscription plan chosen by the Client.
• "End Users": Refers to the natural persons who create a Silkfy account and participate in the loyalty programs created by the Client.
• "Modules": Refers to the various features available depending on the subscription plan, such as event management, rewards, promo codes, QR codes, Instagram integration, and the analytics dashboard.
• "Campaign": Refers to a loyalty program created by the Client via the Platform, including point attribution rules, the reward catalog, and participation terms.
• "Points": Refers to virtual units without monetary value awarded to End Users according to rules defined by the Client.
• "Rewards" or "Gifts": Refers to the goods or services offered by the Client that End Users can obtain in exchange for accumulated Points.
• "Client Portal": Refers to the part of the Platform where End Users log in and interact with your campaign.
• "Instagram Account": Refers to the Client's professional Instagram account connected to the Platform via the official Meta API.
• "API": Refers to the application programming interface allowing integration with third-party services.
• "DPA": Refers to the Data Processing Agreement governing the processing of End Users' Personal Data.
• "Personal Data": Refers to any information concerning an identified or identifiable natural person, as defined by Quebec's Law 25 and the federal PIPEDA.

2. Object of the Contract

Scope of Services

These Terms govern the access and use of the Platform by the Client for the creation, management, and administration of gamification and loyalty programs intended for their own customers, employees, or target audience.

Silkfy acts as a technological intermediary. The Client remains solely responsible for the content, rules, and decisions made regarding their own campaigns.

Services Provided

As part of your subscription, Silkfy provides:

• Secure access to the platform based on your plan’s modules.
• Technical infrastructure for loyalty campaign management.
• Storage of data relating to campaigns and End Users.
• An analytics dashboard and technical support.

Complementary Contractual Documents

These Terms must be read in conjunction with:

1. The DPA: Governing the processing of End User Personal Data.
2. The Privacy Policy for Organizations: Explaining how Silkfy protects your organization's information.
3. The Participant Guide: Detailing modules and subscription plan specifics.

In case of contradiction, the order of priority is: (1) The DPA, (2) These Terms, (3) The Privacy Policy.

3. Services Provided and Available Modules

• Event Management: Allows the creation of dedicated URLs for physical or virtual events.
• Reward Management: The Client defines the catalog and point values. The Client assumes full responsibility for the physical availability and quality of rewards.
• Organization Information Modification: Allows customization of the public page and Client Portal.
• Promo Code Management: Generation of alphanumeric codes for points.
• QR Code Management: Generation of codes for physical scanning.
• Instagram Loyalty Management: Connects a professional Instagram account via Meta API to automate point attribution based on comments and mentions.
• Gift Scan: Allows administrators to validate reward exchanges by scanning End User QR codes.
• Analytics: Provides access to campaign performance data, subject to DPA obligations.

4. Campaign Management

Silkfy manages the technical assignment of campaigns. Productions Extrevent inc. reserves the right to adjust active campaigns for technical, security, or compliance reasons (e.g., Meta API limits). For substantial modifications, Silkfy will notify the Client via the primary email address.

5. Account Creation and Access

The Client must provide accurate information (Owner email, Admin emails, business name, etc.). The Client is exclusively responsible for all activity under their account and must revoke access for former employees immediately. Silkfy reserves the right to suspend or terminate accounts for violations or fraudulent activity.

6. Subscription and Pricing

• Billing: Recurring payments are made in advance (monthly or annual cycles).
• Auto-Renewal: Subscriptions renew automatically unless cancelled before the renewal date.
• Price Changes: Silkfy may modify rates with 60 days' notice.
• Late Payment: After 30 days of non-payment, the account may be suspended. After 60 days, it may be terminated.
• Upgrades/Downgrades: Upgrades take effect immediately (pro-rated); downgrades take effect at the end of the current billing cycle.

7. Refund and Cancellation Policy

• Non-Refundable: All payments are final. No pro-rated refunds are provided for unused portions of a period.
• Annual Commitment: "Social" and "Performance" plans require a 12-month commitment. Early cancellation requires payment of the remaining balance.

8. Responsibilities of the Organization (CLIENT)

The Client is solely responsible for:

• Legality: Ensuring campaigns comply with Law 25, PIPEDA, and RACJ (Quebec's alcohol and gaming authority) regulations for contests.
• Rewards: Ensuring physical stock, product safety, and age verification (ID checks) during distribution.
• Content: Ensuring all uploaded text and images are accurate and not illegal, defamatory, or infringing on intellectual property.

9. Responsibilities of Silkfy

Silkfy agrees to:

• Maintain platform availability to the best of its ability (no specific SLA guaranteed).
• Ensure secure storage of Personal Data through encryption (HTTPS/TLS) and strict access controls.
• Notify the Client within 72 hours of any security incident.

10. Instagram Integration

Silkfy uses the official Meta API. The Client explicitly authorizes access via OAuth.

• Permissions: Silkfy accesses basic business info, comments, and mentions to calculate points.
• Data Usage: Data is used strictly for point attribution and analytics; Silkfy does not sell this data.
• Meta Changes: Silkfy is not responsible for API interruptions or policy changes imposed by Meta.

11. Intellectual Property

• Silkfy Property: Productions Extrevent inc. owns all source code, algorithms, and trademarks associated with Silkfy.
• Client Property: The Client retains ownership of their logos and campaign content but grants Silkfy a license to use their logo for marketing purposes.
• Restrictions: The Client may not decompile, copy, or resell the Platform.

12. Personal Data and Confidentiality

Governed by the DPA. Silkfy owns the End User database, while the Client has a limited access license during their subscription. Technical sub-processors include Vercel and Supabase.

13. Warranties and Service Level (SLA)

The Platform is provided "AS IS". Silkfy does not guarantee that the service will be uninterrupted or error-free. Regular backups are performed, but data restoration for the most recent hours of activity is not guaranteed in the event of a major failure.

14. Limitation of Liability

To the maximum extent permitted by law, Silkfy’s total liability is limited to the total amount paid by the Client in the 12 months preceding the claim. Silkfy is not liable for indirect damages (loss of profit, reputation) or issues arising from the quality of Client-provided rewards.

15. Indemnization

The Client agrees to defend and indemnify Silkfy against any claims resulting from the Client's breach of these terms, illegal content, or reward-related disputes with End Users.

16. Suspension and Termination

Silkfy may suspend access for non-payment or breach. Termination without cause requires 30 days' notice from Silkfy. Upon termination, Client access is revoked immediately, and campaigns are deactivated. Data is handled per DPA guidelines.

17. Technical Support

Support is available via email (hello@silkfy.ca) Monday to Friday, 9:00 AM to 5:00 PM EST, excluding Quebec public holidays.

18. Modifications to Service and Terms

Silkfy may update features or terms. Substantial changes to terms require 30 days' notice. Continued use of the platform constitutes acceptance.

19. Force Majeure

Neither party is liable for delays caused by events beyond their control (natural disasters, pandemics, major internet outages). This does not apply to the Client's payment obligations.

20. Confidentiality

Both parties agree to protect non-public information (source code for Silkfy, business strategies for the Client) for the duration of the contract and for three years thereafter.

21. Assignment

The Client may not transfer this contract without Silkfy's written consent. Silkfy may freely assign the contract in the event of a merger or sale.

22. General Provisions

If any provision is found invalid, the remaining terms stay in effect. No waiver of a right shall be deemed a future waiver.

23. Entire Agreement

These Terms, the DPA, and the Privacy Policy constitute the entire agreement. In case of discrepancy, the DPA takes priority for data matters. The French version of this document is the official binding version under Quebec's Bill 101.

24. Communications

Notifications shall be sent to hello@silkfy.ca or the Client's primary account email.

25. Governing Law and Jurisdiction

These terms are governed by the laws of Quebec and Canada. Any disputes shall be heard exclusively in the judicial district of Quebec City. Parties agree to a 30-day good-faith negotiation period before legal action.

27. Privacy Officer

For Productions Extrevent inc.:

• Name: Samuel Labbé
• Email: samuel@silkfy.ca

The Client must also designate a Privacy Officer and communicate their contact details to Silkfy within 30 days of subscribing.

28. Signature and Acceptance

By checking "I accept the Terms of Use and the DPA" or by using the Platform, the Client represents they have the legal authority to bind their organization to this contract.

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