1.    IDENTIFICATION

ZPLINTR is a brand belonging to OPTIONIZR, a société par actions simplifiée, with its registered office at 9 Allée Claude Monet, 92300 Levallois-Perret, registered with the Trade and Companies Register of Nanterre (Registre du Commerce et des Sociétés de Nanterre) under the number 810 583 260.

OPTIONIZR can be contacted at the following:

Phone number: +33 1 79 75 95 59

support@optionizr.com

2.    APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

The Client acknowledges, prior to participating in or launching any Splitted Payment, having read the General Terms and Conditions of Sale and expressly accepted them.

The acceptance of the General Terms and Conditions of Sale takes the form of a check box upon the launch of a Splitted Payment or a payment in connection therewith. The acceptance can only be full and entire. Any conditional approval is considered null and void. The Client who does not agree to be bound by the General Terms and Conditions of Sale must not launch any Splitted Payment or make and payment in connection therewith.

3.    DEFINITIONS

"Client" means an Organiser or a Participant.

"Confirmation Email" means the email received by a Client following the launch of a Splitted Payment.

"Expiry Date" means the moment at which no more payments will be authorized.

"Optionizr" means the company Optionizr SAS as described in Article 1 of the General Terms and Conditions of Sale.

"Organiser" means the person deciding of a Splitted Payment between itself and the Participant(s).

"Participant" means the person sollicited by an Organiser to participate in a Splitted Payment.

"Splitted Payment" means all the computer systems developed by Optionizr and offered to the third-party vendors, allowing them to offer the Splitted Payment system from their website.

"System" means all the computer systems developed by Optionizr and offered to the third-party vendors, allowing them to offer the Splitted Payment system from their website.

"Website" means the websites www.zplintr.com, www.optionizr.com and / or any of their sub-domain(s).

"Widget" means the visual icon representing the Zplintr brand or the Splitted Payment service, which can take different forms, present on the third-party vendor websites and allowing, by a click, to access a Splitted Payment page.

4.    PAYMENT

The Splitted Payment enables a person to split the payment of a given cart online.

By selecting the Splitted Payment service, a payment link with the desired amount entered by the Organizer will be sent to each Participant. An Expiry Date will be set indicating the date by which all payments must have been received. If all payments have not been received by the Expiry Date, the cart will be canceled.

5.   ZPLINTR SERVICES

To launch a Splitted Payment, the Organizer can decide upon the (i) Participants, (ii) the amount to be paid by each Participant.

The Organizer and each Participant has the possibility, up untill the Expiry Date to pay for the other Clients’ share.

6.    PRICE OF THE SPLITTED PAYMENTS

The Splitted Payment service can be free or may charge a fee. If a fee is to be charged for the use of the service, the amount will be indicated on the Splitted Payment tunnel.

7.    AVAILABILITY OF THE SPLITTED PAYMENTS

The Client ackowledges and accepts that the availability of the Splitted Payment service depends upon the vendor’s policy. The service may not be available for all carts and under all conditions.

8.    PAYMENTS

8.1.      Payment

The Client that wishes to pay for his share clicks on the link received in the Confirmation Email. The client will be redirected to the payment page from which he will be able to pay his share.

The Client verifies the order for which he pays. The payment will go through the payment gateway chosen by Zplintr.

8.2.      Pre-debits and debits

The Client that made a payment will see his debit / credit card pre-debited of the amount until all payments are collected. If all payments are collected, the Client expressly agrees and gives consent that his debit / credit card will be debited of the pre-debited amount.

9.    SECURITY OF PAYMENTS

To ensure secutiry of payments, ZPLINTR uses the secure payment service Stripe. This service complies with Payment Card Industry Data Security Standard (PCI DSS) and is PCI Level 1 certified and allows third party cashings. ZPLINTR also uses the 3D secure technology in order to guarantee payments’ safety.

10. ROLE OF ZPLINTR

Zplintr acts as a broker between the Client and the third-party vendor by offering to the third-party vendor technical means and tools allowing the Client to split the amount of a cart. Although Zplintr facilitates transactions through its System, it is neither the buyer nor the seller of the carts splitted by Clients. Zplintr’s liability is limited to the provision of its tools and means, as described herein, and to the connection between the Client and the third-party vendor, excluding any other services.

Therefore, for the payment of splitted carts, a contract is only formed between the Client and the third-party vendor. Zplintr is not a party to the contract and assumes no liability arising from the contract and cannot be party to any potential dispute between the Client and the third-party vendor. Zplintr is neither the agent nor the proxy of third-party vendors.

11. LIABILITY OF ZPLINTR

Zplintr will do its best efforts, in terms of an obligation of means, to ensure the availability of the Zplintr services. However, Zplintr does not guarantee the Client that:

·        The Services, subject to continuous research to improve performance and advancements, shall be free of defects or errors;

·        The services are standard and not only offered to the Client based on his own personal constraints; therefore, they shall not specifically meet the needs and expectations of the Client;

·        The Website will operate uninterruptedly, Zplintr reserves the right to temporarily suspend access to the services for maintenance reasons, or to add a new function or offer a new service. Zplintr will endeavor to limit the frequency and duration of these suspensions or limitations; and

·        The services will operate uninterruptedly, Zplintr can in no way be held responsible for disturbances or failures of the Internet or telecommunication network, and more generally that would have their origin in circumstances that are external to it or due to force majeure.

Subject to the foregoing, Zplintr shall be liable under ordinary law conditions because of the direct and foreseeable damage suffered by the Client and resulting from a breach of its contractual obligations as defined herein. When the Client is a professional using the Services related to its activity, he acknowledges and agrees that Zplintr shall not be held liable for (i) losses that have not been caused by his fault, or (ii) commercial losses (including but not limited to loss of profits, contracts, expected savings, loss of revenue, increase of overhead expenses, loss of opportunity), or (iii) any indirect or consequential loss that was not foreseeable by the Client and Zplintr when the Client began using Zplintr services.

The Client acknowledges and agrees that Optionizr through the Zplintr brand cannot, under any circumstances, be held liable for any problem related to the sale of products and services.

In any case, the Client acknowledges that the services offered by Optionizr through the Zplintr brand offer him an additional solution, alternative to purchase with one payment method the products or services of the third-party vendors and that this solution is not a substitute for other means that he may have elsewhere to achieve the same purpose.

Zplintr may send emails to the Clients some time before the Expiry Date. The sending of such emails is done on a voluntary basis by Zplintr and is not automatic. The Client is responsible for checking the Expiry Date of each Splitted Payment. The Client acknowledges and agrees that Zplintr has no obligation to send emails and that its responsibility cannot be held in case of non-recall of an an Expiration Date that may be arriving. When launching a Splitted Payment, the Client agrees to receive warnings before the Expiration Date by email or / and SMS.

12. PERSONAL DATA

The Client acknowledges and agrees that, in connection with its use of Splitted Payment services, Optionizr collects and / or receives from third-party vendors his personal data. As such, Optionizr acts only on instructions from the third-party vendor on behalf of whom he offers tools and technical means to sell an Option, as a subcontractor, and that Optionizr may in no case be held liable. The Client acknowledges and agrees that he must directly take action against the third-party vendor and exercise his right of access and / or rectification with him. The Client is informed that Optionizr does not process or keep his personal data for a purpose distinct from that pursued by the third-party vendor on whose behalf it collects and keeps data.

Optionizr affirms its full respect for all the regulatory obligations regarding the protection of personal data, to guarantee the security and confidentiality of the data collected and processed on his behalf as the person in charge of data processing. In particular, it undertakes to make all the mandatory declarations with the French National Commission for Data Processing and Freedoms (Commission Nationale de l’Informatique et des Libertés).

13. INTELLECTUAL PROPERTY

Any element of the Website and the System, such as software, visual or audio elements, including the underlying technology, are protected by database producers copyright, trademarks or patents. They are the exclusive property of Optionizr.

Any content present or available through the Zplintr services, such as text, logos, buttons, images, are protected by copyright, trademarks or patents. They are the exclusive property of Optionizr.

Any disassembly, decompiling, deciphering, extractions, reuse, copies and more generally any act of reproduction, representation, distribution and use of any of these elements, in whole or in part, without the authorization of Optionizr, are strictly prohibited and may be prosecuted.

14. DURATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

Any Client is required to comply with the General Terms and Conditions of Sale from the moment he participates in a Splitted Payment.

The General Terms and Conditions of Sale applicable are those in force on the date of use of any Zplintr service by the Client.

15. AUTONOMY OF THE GENERAL TERMS AND CONDITIONS OF SALE

If any provision in the General Terms and Conditions of Sale becomes void, inappropriate to produce its effects, inapplicable, unenforceable, invalid or illegal, this shall not prejudice the applicability of the other provisions of the General Terms and Conditions of Sale. Clients shall not be discharged of their obligations relating to the performance of the General Terms and Conditions of Sale.

16. APPLICABLE LAW

The General Terms and Conditions of Sale shall be governed by French law.

17. MEDIATION

The provisions of this article are only applicable to the Client as a natural person who uses the Services outside his professional activity for his private needs.

In the event of any dispute relating to the General Terms and Conditions of Sale, the Client is informed that he may use an Ombudsman for free as provided for in Article L616-1 of the French Consumer Code (Code de la consummation), and this beforehand the introduction of any action before the competent courts.

As such, he is informed that Optionizr has subscribed to the mediation services of Médicys, undersigned Médicys, Mediation and Amicable Settlement Center of the judicial officers, which can be contacted at the following: https://www.medicys.fr/ or 73, boulevard de Clichy - 75009 Paris.

The Client is informed that he also has the possibility to file a complaint via the platform for online dispute resolution (called "RLL" platform) accessible via the link below:

https://webgate.ec.europa.eu/odr/main/?event=main.home.show&lng=FR.

If the appointment of the Ombudsman or the mediation itself fails, the most diligent party may go to the competent court according to the provisions of the article below.

18. JUDICIAL JURISDICTION

Any dispute arising between a Client and Optionizr and / or difficulty of interpretation or performance of the General Terms and Conditions of Sale shall be subject to the jurisdiction of the French courts.

When the Client is a consumer within the meaning of the preliminary Article of the French Consumer Code (Code de la consummation), the Client may seize either a jurisdiction with territorial jurisdiction under the French Civil Procedure Code, or the jurisdiction of the place where he lived when he participated in the Splitted Payment or when the harmful event occurred, as required by Article R.631-3 of the French Consumer Code (Code de la consommation).