The company NATIVE CONSULTING ("NATIVE SPACES") is a simplified joint-stock company (société par actions simplifiée), registered with the Nice Trade and Companies Register under number 834 598 716, having its registered office at 3 rue Cronstadt, 06000 Nice, France.

NATIVE SPACES may be contacted using the following details:

• email address: contact@native-spaces.com,
• telephone number: +33 6 59 23 91 43.

NATIVE SPACES provides a platform enabling its users (the "Members") to be connected in order to offer, search for and book services in connection with the organisation of events (the "Platform"). The Platform is accessible at https://www.native-spaces.com. These matching services offered via the Platform are hereinafter referred to as the "Services".

Members who search for, book or use services for the purpose of organising an event (the "Organizers") may, through the Platform, directly contact Members who publish and offer venues for rent (the "Venues") or event-related services (the "Event Services") (the "Venue and/or Event Services Providers").

A Member may simultaneously act as an Organizer and as a Venue and/or Event Services Provider.

Each offer of a Venue and/or Event Services is published by a Venue and/or Event Services Provider in a listing (the "Listing").

In connection with the Services, Members are informed and expressly acknowledge and accept that:

• NATIVE SPACES is not a real estate agency,
• NATIVE SPACES acts solely as a broker between Members and is not a party to the contracts entered into between Members relating to the rental of a Venue or the booking of an Event Service. As such, NATIVE SPACES is not responsible for the transactions carried out between Members and shall under no circumstances be a party to any potential disputes whatsoever relating to material and/or immaterial damage arising in the context of the relationship between Members.

Payments made via the Platform are processed by a third-party payment service provider (the "Payment Service Provider") designated on the Platform, currently Stripe Payments Europe Limited.

In connection with the use of payment services, certain Members, in particular Venue and/or Event Services Providers, may be required to create a payment account with the Payment Service Provider, notably through a Stripe Connect -- Express solution.

In such case, acceptance of the Payment Service Provider's terms and conditions is carried out directly between the relevant Member and the Payment Service Provider, as part of the registration and onboarding process managed by the latter.

NATIVE SPACES does not intervene in the collection of regulatory information nor in the acceptance of the Payment Service Provider's contractual terms, which are carried out under the sole responsibility of the Payment Service Provider.

The Payment Service Provider's terms and conditions exclusively govern the execution of payments (including KYC checks, transfers, processing times and suspensions). For all other matters (bookings, commissions, disputes between Members, etc.), these General Terms shall apply.

The Member expressly authorizes NATIVE SPACES to transmit to the Payment Service Provider any instructions necessary for the execution of payments and undertakes to provide accurate, complete and up-to-date information.

(i) A Member may be:

• a natural person having full legal capacity, or, failing that, a Member who does not have full legal capacity and has obtained the consent of their legal representative, and who undertakes to provide NATIVE SPACES with the email address of such representative so that NATIVE SPACES may contact them,
• or a legal entity acting through a natural person having the power or authority required to enter into agreements in the name and on behalf of the Member.

(ii) A Member may have the status of a professional, understood as any natural or legal person acting for purposes relating to their commercial, industrial, craft, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.

The Member acknowledges that the provision of the Services requires an internet connection and that the quality of the Services depends on such connection, for which NATIVE SPACES shall not be held liable.

Before any subscription, the Member acknowledges that they may review on the Platform the characteristics of the Services and their constraints, in particular technical constraints. NATIVE SPACES reserves the right to offer any other Service.

In order to subscribe to the Services, the Member must:

• complete the form provided for this purpose on the Platform, or
• be registered on one of the third-party websites indicated on the Platform and use the login credentials of the selected third-party website. In this case, the Member expressly authorises NATIVE SPACES to access the data of their account on the relevant third-party website.

The Member must provide NATIVE SPACES with all information marked as mandatory.

Acceptance of the Specific Terms by the Member results in the opening of an account in the Member's name (the "Account"), which enables access to the Services using the Member's login credentials and password.

When this functionality becomes available, the Member may freely, once their Account has been created, create access rights for users (the "Users").

The Member shall be solely responsible for creating access rights for the Users and, where applicable, for configuring their access rights and for their personal use of the Platform.

NATIVE SPACES provides the Organizer with a Platform enabling contact with third-party Providers for the purpose of booking venues and services offered by such Providers.

In this context, NATIVE SPACES provides intermediation services, booking facilitation services, assistance related to the use of the Platform and administrative management relating to the booking, without intervening in the provision of the Services, which are provided exclusively by the third-party Providers.

Some of these services may give rise to the invoicing of Native Spaces Service Fees (the "Native Spaces Service Fees"), calculated on the basis of the price excluding VAT of the Services booked with the third-party Provider, in accordance with the terms specified at the time of booking confirmation.

The Native Spaces Service Fees are separate from the price of the Services provided by the third-party Provider and are subject to separate invoicing issued by NATIVE SPACES.

The Native Spaces Service Fees are subject to applicable VAT in force.

Search, Booking and Payment of the Rental of a Venue

Search for Venues

The Organizer may search for Venues or Event Services using filters such as the type of Venues and/or Event Services, available equipment, geographical location, the type of event they wish to organise, the price and the number of persons they wish to host in the Venue or for whom they wish to book an Event Service (the "Guests").

The criteria used to rank Listings on the Platform are detailed here.

Each Listing sets out the conditions applicable to any potential booking of the Venue or Event Service and, in particular, provides a detailed description of the Venue or the Event Service.

Booking of Venues

If the Organizer wishes to book a Venue or an Event Service, they shall submit a quote request to the Venue Provider.

The quote provided sets out in particular the booking period, the price excluding VAT (the "Price excluding VAT"), the applicable VAT rate and the price inclusive of all taxes (the "Price inclusive of VAT"), where applicable (the "Price"), the amount of the deposit to be paid by the Organizer, the nature of the event to be held at the Venue, the maximum number of authorised Guests, details of the Venue Provider's cancellation policy and any specific conditions applicable to the Venue, including, where applicable, the amount of the Security Deposit (the "Quote").

Once the Quote has been received, the Organizer must:

• click on "accept the Quote";
• proceed with payment of the deposit, which may not be less than thirty percent (30%) of the total booking amount, in accordance with the conditions specified in the article entitled "Financial Conditions".

The booking shall be deemed confirmed once the deposit amount has been received in the electronic wallet of the Venue and/or Event Services Provider.

The Organizer then receives a booking confirmation email, a receipt confirming that the deposit has been duly paid, a summary of the Quote, a brief description of the booked Venue and/or Event Service, and a link to the Venue booking page enabling the Organizer to access the Quote at any time.

If such email is not received, the Organizer must contact NATIVE SPACES using the contact details set out in the article entitled "Identification of NATIVE SPACES". Receipt of this email constitutes the formation of a contract between the Organizer and the relevant Venue Provider(s), the terms and conditions of which are set out in the Quote and the confirmation email.

Payment of the Rental of a Venue and/or Event Service

Unless otherwise agreed, payment is made by the Organizer directly on the Platform. The price excluding VAT, the applicable VAT rate and the total price inclusive of VAT of the booking are indicated in the Quote (the "Price").

The Organizer acknowledges and accepts that additional fees not included in the Price may be charged to them (including, in particular, any Security Deposit required from the Organizer).

Where a currency exchange rate applies, exchange fees applicable on the date of payment of the Price shall be borne by the Organizer. Where applicable, the Organizer shall be solely responsible for payment of all banking fees relating to payment of the Price, with the exception of fees charged by the Venue Provider's bank.

Payment is made by card or bank transfer through the secure online payment service specified on the NATIVE SPACES Platform.

The Organizer warrants to NATIVE SPACES that they have the necessary authorisations to use the above-mentioned payment method(s).

Intervention and Security Deposit

A security deposit (the "Security Deposit") may be required by the Venue and/or Event Services Provider from the Organizer in order to cover any potential damage, loss or additional costs related to the use of the Venue or the Services.

By default, the Security Deposit is handled directly between the Provider and the Organizer, outside the Platform. In such case, NATIVE SPACES does not intervene in the collection, management or refund of the Security Deposit and assumes no liability in this respect.

By way of exception, and only if expressly requested and accepted by both Members and by NATIVE SPACES, the Security Deposit may be handled via the Payment Service Provider. In such case, it is pre-authorised or charged prior to the event and refunded within seventy-two (72) hours following the end of the event, unless a dispute is declared. NATIVE SPACES may charge specific fees for this management.

In the event of damage, the Provider must notify a dispute to NATIVE SPACES and to the Organizer within twelve (12) hours following the end of the event, providing:

• a detailed description of the damage;
• any supporting evidence (including photographs, reports, messages or videos);
• an estimate of repair costs, including any supporting quotation or invoice.

In order to facilitate evidence, Members are encouraged to prepare:

• an entry condition report identifying any existing defects;
• an exit condition report.

In the absence of an entry condition report, any damage identified upon exit may be deemed to have occurred during the Booking.

Where the Security Deposit is handled via the Payment Service Provider, NATIVE SPACES limits its role to transmitting information as part of the procedure entitled "Mediation carried out by NATIVE SPACES in the event of disputes between Members". NATIVE SPACES does not arbitrate disputes and assumes no liability regarding the decision to refund or retain the Security Deposit.

The final decision rests exclusively with the Provider and the Organizer, unless an amicable agreement or a court decision is reached. In the absence of any dispute declared within the applicable timeframe, the Security Deposit shall be refunded to the Organizer in accordance with the Payment Service Provider's applicable timelines when handled via the Payment Service Provider, or in accordance with the arrangements agreed between the Members when handled outside the Platform.

Provider Search carried Out by NATIVE SPACES in the Name and on Behalf of the Organizer

At the Organizer's request and under conditions negotiated between the Parties, NATIVE SPACES may also contact Venue and/or Event Services Providers (and any other service providers) in order to obtain information regarding their services, in particular their nature, the conditions under which they are provided, or the applicable prices.

Such services may be invoiced by NATIVE SPACES. Where applicable, the corresponding invoices shall be issued by NATIVE SPACES, and payment shall be made by bank transfer or by credit card within thirty (30) calendar days from the date of issuance of the invoice (unless otherwise agreed between the Parties).

Creation, Publication and Management of Listings

The Venue and/or Event Services Provider may freely create, configure and manage their Listing(s) on the Platform. The Provider is solely responsible for the content of each Listing (including, in particular, rules applicable to hosting Members, booking prices, availability dates and any specific rules to be complied with within the Venue), provided that (i) the Listing contains all information required by the Platform in order to be published and (ii) the Venue Provider does not include their contact details in the Listing.

The criteria used to rank Listings on the Platform are detailed here.

The Venue and/or Event Services Provider may grant NATIVE SPACES a mandate so that NATIVE SPACES (i) creates and manages the Listing in the name and on behalf of the Provider and (ii) communicates directly with Organizers wishing to book a Venue, based on the instructions provided by the mandating Provider. For this purpose, the Provider must supply NATIVE SPACES with all information and responses they wish to communicate to the Organizer. This mandate service offered by NATIVE SPACES does not give rise to any additional specific remuneration beyond the Commission provided for in Article 9.5 below.

Booking Confirmation Procedures

The Venue Provider undertakes, within forty-eight (48) hours from receipt of the Organizer's quote request, to send a Quote via the NATIVE SPACES Platform, reject the request or propose alternative solutions. The Quote must in particular set out the booking period, the price excluding VAT, the applicable VAT rate and the total price inclusive of VAT (the "Price"), the amount of the deposit to be paid by the Organizer, the nature of the event to be held at the Venue or the nature of the Event Service, the maximum number of authorised Guests, details of the Provider's cancellation policy and any specific conditions applicable to the Venue or the Event Service.

The Quote must include the price excluding VAT, the applicable VAT rate and the price inclusive of VAT for the rental or Event Service, together with any related charges payable by the Organizer to the Venue and/or Event Services Provider (the "Price"), the duration of the rental or Event Service, the agreed number of Guests, payment terms for the Price, rules governing use of the Venue, as well as the rules applicable to cancellation of the booking by the Organizer (in accordance with the options listed in the article entitled "Booking Cancellation Policy").

The Venue and/or Event Services Provider may also charge additional fees not included in the Quote (such as any Security Deposit requested). Where applicable, the Provider undertakes to transmit to NATIVE SPACES any additional invoice issued within forty-eight (48) hours following the end of a booking.

Until the expiry date indicated in the Quote, the Venue and/or Event Services Provider undertakes not to offer the Venue or the same Event Service to any third party for any of the dates specified in the Quote.

Once the Quote has been accepted by the Organizer and the corresponding deposit has been received, the booking is confirmed: a contract is then concluded via the NATIVE SPACES Platform between the Organizer and the Venue and/or Event Services Provider under the terms specified in the Quote.

Payment of the Price by the Organizer

Unless otherwise agreed, payment of the Price is made by the Organizer directly on the Platform in accordance with the payment schedule specified in the Quote and, where applicable, is processed through the Payment Service Provider.

Where a currency exchange rate applies, exchange fees applicable on the date of payment of the Price shall be borne by the Organizer. Where applicable, the Organizer shall be solely responsible for payment of all banking fees relating to payment of the Price, with the exception of fees charged by the Venue Provider's bank.

Invoicing Services in the Name and on Behalf of the Provider

The Venue and/or Event Services Provider may grant NATIVE SPACES an invoicing mandate for the preparation and issuance of invoices to Organizers, in compliance with applicable economic and tax regulations. The invoicing mandate granted to NATIVE SPACES in the name and on behalf of the Venue and/or Event Services Provider shall not give rise to any additional specific remuneration beyond the Commission provided for in Article 9.5 below.

In this respect, the Venue and/or Event Services Provider expressly grants NATIVE SPACES a mandate to prepare, in the Provider's name and on their behalf, original invoices relating to bookings of Venues and/or Event Services, in accordance with applicable tax and economic regulations, and in particular Articles 289, I-2 and 242 nonies of Appendix II of the French General Tax Code (Code général des impôts). Any invoice issued in the name and on behalf of the Venue and/or Event Services Provider must be accepted by the latter, who must approve and authenticate invoices issued in their name and on their behalf. Such acceptance shall be deemed implicit where invoices are automatically generated on the basis of the Quote previously validated and transmitted by the Provider.

The Venue and/or Event Services Provider retains full responsibility for their invoicing obligations and the related VAT consequences.

It is the responsibility of the Venue and/or Event Services Provider to indicate to NATIVE SPACES, via the Quote, whether or not they are subject to VAT, the applicable VAT rate where relevant, any applicable exemption together with reference to the relevant provision of the French General Tax Code, Directive 2006/112/EC or any other indication that the transaction benefits from an exemption, as well as all information required for the preparation of their invoices.

Payment of the Commission by the Venue and/or Event Services Provider to NATIVE SPACES

Amount of the Commission

In consideration for the Services, NATIVE SPACES charges the Venue and/or Event Services Provider a commission (the "Commission"), calculated on the basis of the total price excluding VAT invoiced by the Provider to the Organizer in connection with a booking.

The applicable Commission rate is expressly communicated to the Provider during their registration on the Platform, during the onboarding process and is accepted by the Provider prior to any matchmaking or booking.

The Commission is expressed exclusive of VAT. In accordance with applicable legislation, the intermediation service giving rise to the Commission constitutes, for VAT purposes, an independent supply of services subject to VAT at the applicable rate, unless otherwise provided by law.

Derogating provisions are set out in the article entitled "Booking Cancellation Policy" in the event of cancellation by the Organizer or the Provider.

The Commission rate may be amended at any time in accordance with the conditions set out in the article entitled "Amendment of the General Terms and Conditions".

Payment Terms of the Commission

The Commission due to NATIVE SPACES is deducted from each payment received from the Organizer, until the full amount of the Commission has been paid.

The Commission is expressed exclusive of VAT, and applicable VAT is added in accordance with applicable legislation.

If the Organizer pays in two instalments, NATIVE SPACES shall deduct the full Commission from the first payment. The remaining balance shall be paid to the Venue Provider.

Payment terms applicable to the Venue and/or Event Services Provider:

• Amounts due to the Provider are credited to their electronic wallet provided by the Payment Service Provider (e.g. Stripe).
• Transfer to the Provider's associated bank account is automatically triggered 24 to 48 hours after the end of the booking period.
• The time required for funds to reach the bank account may be up to ten (10) business days, depending on the Provider's bank processing times.

Where the Organizer makes payment directly to the Venue and/or Event Services Provider, without using the Platform, the Provider undertakes to remit to NATIVE SPACES the full amount of the Commission (calculated on the total booking amount) upon confirmation of the booking and receipt of the first payment.

Such payment remains due regardless of the payment channel used, in recognition of the matchmaking role and services provided by the Platform.

Consequences of Late or Non-Payment

In the event of failure to pay or late payment of the Commission, NATIVE SPACES reserves the right, as from the day following the due date indicated on the invoice, to:

• charge, for its own benefit, late payment interest equal to three (3) times the applicable legal interest rate, calculated on the amount of sums unpaid as of the due date, together with a fixed recovery fee of forty (40) euros, without prejudice to any additional compensation where recovery costs actually incurred exceed this amount;
• where applicable, declare all amounts owed by the Provider immediately due and payable;
• immediately suspend the Services in progress until full payment of all amounts due.

The Members may freely agree between themselves on a modification of the booking, in accordance with the terms and conditions agreed between the parties.

Where applicable, the relevant Organizers agree to pay any additional price that may apply, and the Venue and/or Event Services Provider acknowledges and accepts that the Commission provided for in the article entitled "Payment of the Commission by the Venue and/or Event Services Provider to NATIVE SPACES" shall be adjusted if the total Price is modified.

Cancellation by the Organizer

In order to cancel a booking, the Organizer must submit a request:

• by email to cancel@native-spaces.com;
• and via the Platform's messaging system to the Venue and/or Event Services Provider.

The cancellation is confirmed only upon receipt of a confirmation email from NATIVE SPACES.

Except in the event of cancellation under the conditions specified in the article entitled "Special case of cancellation: force majeure and/or valid reason", the Organizer acknowledges and accepts that they are subject to the cancellation policy defined by the Venue and/or Event Services Provider, as set out in the Quote.

This cancellation policy is intended to protect the Venue and/or Event Services Provider against last-minute cancellations, which may prevent the Provider from re-letting the Venue and result in a total financial loss.

The Native Spaces Service Fees, corresponding to the intermediation services, connection with third-party Providers, booking facilitation and assistance related to use of the Platform provided by NATIVE SPACES, are non-refundable once the booking has been confirmed.

The Organizer acknowledges that these Service Fees remunerate services effectively provided by NATIVE SPACES, independently of whether the event actually takes place.

Some professional Providers may offer a customised cancellation policy.

Such policy is expressly indicated in the Quote sent to the Organizer and shall prevail over the generic cancellation policy described above. The Organizer acknowledges and accepts that this specific policy, when mentioned in the Quote, shall apply in priority.

This customised cancellation policy applies exclusively to the Services provided by the Provider and does not affect the Native Spaces Service Fees, which remain due and non-refundable in accordance with these General Terms and Conditions.

Refunds are processed within a maximum period of thirty (30) days, using the same payment method as that used at the time of booking.

Where all or part of the amounts have already been paid to the Venue and/or Event Services Provider, the Provider undertakes to refund the amounts due to the Organizer within a maximum period of thirty (30) days from notification of the refund. This refund obligation applies exclusively to amounts received by the Provider in respect of the Services provided by them.

For VAT purposes, the price of reserved but unused and non-refundable capacities must be regarded as consideration for a service subject to VAT, unless otherwise provided by law.

Cancellation by the Venue and/or Event Services Provider

In order to cancel a booking, the Venue and/or Event Services Provider must submit a request:

• by email to cancel@native-spaces.com;
• and via the Platform's messaging system to the Organizer.

The cancellation shall be deemed effective only upon receipt of a confirmation email from NATIVE SPACES.

Except in the cases of cancellation provided for in the article entitled "Special case of cancellation: force majeure and/or valid reason", the Venue and/or Event Services Provider acknowledges and accepts that:

• more than sixty (60) days before the start date of the rental/service: a penalty equal to 10% of the total price excluding VAT;
• between thirty (30) and sixty (60) days before: a penalty equal to 25% of the total price excluding VAT;
• less than thirty (30) days before: a penalty equal to 50% of the total price excluding VAT.

These amounts constitute a fixed indemnity by way of a penalty clause, intended to compensate for processing costs, commercial loss and the disruption caused to the Platform.

Such cancellation fees are justified by the fact that a late cancellation may disrupt the Organizer's projects, generate additional coordination costs and adversely affect trust and service quality within the NATIVE SPACES community.

Given the nature of damages, this indemnity does not constitute consideration for a transaction subject to VAT, in accordance with the French tax authorities' guidance (BOI-TVA-BASE-10-10-50).

The Organizer shall be fully refunded in the event of cancellation by the Provider, within a maximum period of thirty (30) calendar days following confirmation of the cancellation by NATIVE SPACES.

The indemnity may be automatically deducted from amounts held by the Payment Service Provider prior to any transfer to the Provider.

The indemnity is payable to NATIVE SPACES as compensation for the disruption caused to the Platform and does not constitute an amount due to the Organizer, unless expressly decided otherwise by NATIVE SPACES.

This clause applies only to Providers acting for professional purposes. For private individual Providers, specific cancellation conditions may be applied by NATIVE SPACES.

Special Cancellation Cases: Force Majeure and/or Valid Reason

In the event of cancellation of a Booking by the Venue and/or Event Services Provider or by the Organizer due to force majeure, as defined in the article entitled "Force Majeure" of these General Terms and Conditions, or for a valid reason, the relevant party must notify its cancellation:

• by email to cancel@native-spaces.com;
• and via the Platform's messaging system to the other concerned Member.

The cancellation shall become effective only after written confirmation by NATIVE SPACES.

Where possible, the prevented party may propose a new Booking date or an alternative solution by mutual agreement. Failing such agreement, the Provider shall refund to the Organizer the Price already paid within a maximum period of thirty (30) calendar days following confirmation of the cancellation.

Where the cancellation is based on a valid reason, the concerned Member must be able to provide any supporting documentation requested by NATIVE SPACES evidencing the reality of the situation invoked.

In the event of cancellation due to force majeure or a valid reason, a portion of the Commission remains due to NATIVE SPACES, namely three percent (3%) of the total price excluding VAT, corresponding to technical and administrative costs related to processing and payments.

This amount is not subject to VAT, in accordance with the French tax authorities' guidance (BOI-TVA-BASE-10-10-50).

If the cancellation originates from the Organizer, the Organizer agrees that this 3% deduction shall be paid to the Provider, so that it does not unfairly burden the latter.

The following are notably considered cases of force majeure or valid reasons, subject to meeting the conditions set out in the article entitled "Force Majeure": the death or serious illness of a Member or a close relative, a state of emergency or administrative prohibition, serious material damage affecting the Venue, or any other unforeseeable and external event rendering the booking impossible.

NATIVE SPACES informs the Members that the present dispute assistance procedure, referred to as the "Mediation" procedure, is distinct from the mediation procedure referred to in the article entitled "Mediation":

• the present procedure concerns assistance provided by NATIVE SPACES to Members involved in a dispute with one another;
• the mediation procedure referred to in the article entitled "Mediation" concerns recourse to a consumer mediator in the context of a dispute between a Member and NATIVE SPACES.

Resolution Between Members

In the event of a dispute following the booking of a Venue, the Member (the "Claimant") may submit a request directly within the conversation relating to the booking of the Venue or via any dedicated link on the Platform to the other Member (the "Other Party").

The Claimant and the Other Party must provide any evidence necessary to substantiate their respective claims and defences and seek to reach an amicable solution.

Request for Intervention by NATIVE SPACES

Failing direct resolution between the Members, either Member may contact NATIVE SPACES within ten (10) days so that NATIVE SPACES may assist them in resolving the dispute in accordance with the conditions set out below.

The request must be sent to the following dedicated address: disputes@native-spaces.com

Dispute Resolution Process

The Claimant and the Other Party undertake to use all reasonable efforts to resolve the dispute between them and to reach an agreement satisfactory to both parties.

NATIVE SPACES reserves the right to intervene and to make any observations it deems useful to assist in an amicable resolution of the dispute. The Members concerned expressly acknowledge and accept that such observations are solely intended to help them bring their dispute to an end and shall not give rise to any liability on the part of NATIVE SPACES, which is not a party to the dispute.

In the event of repeated failures to comply with the obligation to use best efforts in resolving disputes, the Member concerned may be sanctioned by NATIVE SPACES under the conditions set out in the article entitled "Sanctions for Breach".

It is specified that NATIVE SPACES intervenes solely for the purpose of facilitating dialogue between Members in dispute.

Resolution of the Dispute

In the event that a dispute is resolved, NATIVE SPACES shall inform the Members involved in the dispute.

If the Members consider that it is impossible to reach an amicable resolution of their dispute, it shall be their responsibility to deal personally with the settlement of their dispute.

Maintenance

During the term of the Services, the Member benefits from maintenance services, in particular corrective and evolutionary maintenance. In this context, access to the Platform may be limited or suspended.

With respect to corrective maintenance, NATIVE SPACES uses its best efforts to provide the Member with corrective maintenance in order to remedy any malfunction or bug identified on the Platform.

With respect to evolutionary maintenance, the Member benefits, during the term of the Services, from evolutionary maintenance, which NATIVE SPACES may carry out automatically and without prior notice, and which includes improvements to the Platform's functionalities and/or to the technical infrastructure used in connection with the Platform (aimed at introducing minor or major upgrades).

Access to the Platform may also be limited or suspended for reasons of scheduled maintenance, which may include the corrective and evolutionary maintenance operations referred to above.

Hosting

NATIVE SPACES ensures, under a best-efforts obligation, the hosting of the Platform, as well as data produced and/or entered on the Platform, on its own servers or through a professional hosting service provider, on servers located within the territory of the European Union.

In the event of any difficulty encountered in using the Services, the Member may contact NATIVE SPACES using the contact details set out in the article entitled "Identification of NATIVE SPACES".

The Member subscribes to the Services for an indefinite period.

These provisions apply only to Members acting as consumers. Members accessing the Services in a professional capacity do not benefit from a right of withdrawal.

The right of withdrawal applies solely to the subscription to and use of the Platform by a Member.

The withdrawal period is fourteen (14) calendar days from acceptance of the General Terms and Conditions. The Member may exercise this right free of charge by notifying NATIVE SPACES, before the expiry of the period, using the contact details set out in the article entitled "Identification of NATIVE SPACES", by unsubscribing from the Services under the conditions set out in the article entitled "Unsubscription".

The withdrawal period is fourteen (14) calendar days from acceptance of the General Terms and Conditions. The Member may exercise this right free of charge by sending to NATIVE SPACES, before expiry of the period, using the contact details set out in the article entitled "Identification of the Company":

• the completed withdrawal form available in Appendix 1; or
• any other clear and unambiguous statement expressing the Member's intention to withdraw.

If the Member requests that the Services begin before the expiry of the withdrawal period, by ticking the box provided for this purpose in the registration form, all Commissions and other fees already collected by NATIVE SPACES shall remain due to NATIVE SPACES.

It is expressly specified that the exercise of the right of withdrawal shall in no event result in the cancellation of a confirmed booking or give rise to any refund of amounts due in connection with a booking. Indeed, services relating to accommodation (other than residential accommodation), transport of goods, car rental, catering, event or leisure activities to be provided on a specific date or during a specific period are excluded from the right of withdrawal.

This statutory legal guarantee applies to any Member acting as a consumer in connection with their use of the Platform. This statutory guarantee applies exclusively to the use of the Platform as a digital service and does not apply to bookings of Venues or Event Services.

The consumer is entitled to invoke the legal guarantee of conformity in the event that a lack of conformity appears during the duration of the Services. During this period, the consumer is only required to establish the existence of the lack of conformity and not the date on which it appeared.

The legal guarantee of conformity entails the obligation to provide all updates necessary to maintain the conformity of the digital content or digital service throughout the duration of the Services.

The legal guarantee of conformity entitles the consumer to have the digital content or digital service brought into conformity without undue delay following their request, free of charge and without major inconvenience to the consumer.

The consumer may obtain a price reduction while retaining the digital content or digital service, or may terminate the contract and obtain a full refund in exchange for relinquishing the digital content or digital service, if:

• the professional refuses to bring the digital content or digital service into conformity;
• bringing the digital content or digital service into conformity is unjustifiably delayed;
• bringing the digital content or digital service into conformity cannot be carried out without costs imposed on the consumer;
• bringing the digital content or digital service into conformity causes major inconvenience to the consumer;
• the lack of conformity persists despite the professional's unsuccessful attempt to bring the digital content or digital service into conformity.

The consumer is also entitled to a price reduction or termination of the contract where the lack of conformity is so serious that it justifies an immediate price reduction or termination of the contract. In such case, the consumer is not required to first request that the digital content or digital service be brought into conformity.

Where the lack of conformity is minor, the consumer is only entitled to cancellation of the contract if the contract does not provide for payment of a price.

Any period during which the digital content or digital service is unavailable for the purpose of bringing it back into conformity suspends the guarantee that remained to run until the digital content or digital service is once again provided in conformity.

These rights arise from the application of Articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

A professional who, in bad faith, obstructs the implementation of the legal guarantee of conformity incurs a civil fine of up to three hundred thousand (300,000) euros, which may be increased to ten percent (10%) of the average annual turnover (Article L. 242-18-1 of the French Consumer Code).

The consumer also benefits from the legal guarantee against hidden defects pursuant to Articles 1641 to 1649 of the French Civil Code, for a period of two years from discovery of the defect. This guarantee entitles the consumer to a price reduction if the digital content or digital service is retained, or to a full refund in exchange for relinquishing the digital content or digital service.

Intellectual Property Rights on the Platform

The Platform is the property of NATIVE SPACES, as are the software, infrastructure, databases and content of any kind (texts, images, visuals, music, logos, trademarks, etc.) it operates. They are protected by all applicable intellectual property rights or database producer rights. The licence granted by NATIVE SPACES to the Member and the User does not entail any transfer of ownership.

The Member and the Users are granted a non-exclusive, non-transferable SaaS licence to use the Platform for the duration provided for in the article entitled "Duration of Subscription to the Services".

Intellectual Property Rights in Content and Testimonials

By subscribing to the Services, the Member acknowledges that all content of any kind published on the Platform, including Listings (the "Content"), is shared in a spirit of community exchange.

The Member may also provide testimonials relating to their use of the Services.

Accordingly, the Member consents to NATIVE SPACES being entitled to:

• distribute the Content and testimonials free of charge, on all media and by all means (including on the Platform and on any other French or foreign websites operated by any companies with which NATIVE SPACES has agreements), for the purpose of promoting the Platform and the Services;
• translate the Content and testimonials into any language;
• modify (in particular framing, format and colours) and/or adapt the Content and testimonials (in particular to the technical constraints of the Platform, including any alteration or degradation in quality).

The Member guarantees NATIVE SPACES peaceful and uninterrupted enjoyment of the granted rights against any disturbance, action, claim or eviction whatsoever. The Member notably guarantees that they hold all rights and authorisations necessary to grant this licence and that the Content does not contain anything that may infringe applicable laws and regulations, in particular relating to copyright infringement, unfair competition, privacy, image rights, personality rights and, more generally, third-party rights.

The Member indemnifies NATIVE SPACES against any complaint, claim and/or demand by a third party that NATIVE SPACES may suffer as a result of the Member's breach of the above warranties. The Member undertakes to compensate NATIVE SPACES for any damage suffered and to pay all costs, indemnities, charges and/or damages that may result therefrom.

If the Member is a natural person:

• they authorise Native Spaces, free of charge, to use the image associated with their Account as well as their name for the purpose of promoting the Services, by any means and on any medium, worldwide, for the duration of their subscription to the Services;
• where applicable, they authorise Native Spaces, free of charge, to use the image associated with their Account as well as their name and voice captured in video testimonials that Native Spaces may produce for the purpose of promoting its Services, by any means and on any medium, worldwide, for the duration of their subscription to the Services.

If the Member is a legal entity, it undertakes to obtain authorisation to use the image (and, where applicable, the name and/or voice) of its employees and/or any other natural person whose personality attributes may be captured in the context of the Services and/or for the purpose of promoting the activity of Native Spaces.

The parties may use their respective names, trademarks and logos and refer to their respective platforms as commercial references during the term of their contractual relationship and for three (3) years thereafter.

The Member undertakes to comply with the applicable regulations, in particular those relating to the provision or use of Venues.

Provision of Information

The Member undertakes to provide Native Spaces with all information necessary for the subscription to and use of the Services.

Regarding the Account

The Member:

• warrants that the information provided in the registration form is accurate and undertakes to keep it up to date;
• acknowledges that such information constitutes proof of their identity and is binding upon validation;
• is responsible for maintaining the confidentiality and security of their login and password, any access to the Platform using these credentials being deemed to have been carried out by the Member.

The Member must immediately contact Native Spaces using the contact details set out in the article entitled "Identification of Native Spaces" if they become aware that their Account has been used without their knowledge. The Member acknowledges that Native Spaces is entitled to take any appropriate measures in such circumstances.

The Member is solely responsible for creating access rights for Users and, where applicable, for configuring their access rights.

Regarding the Use of the Services

The Member is responsible for their use of the Services and for any information they share in this context. They are also responsible for the use of the Services and for all information shared by Users. The Member undertakes to ensure that the Services are used exclusively by them and/or the Users, who are subject to the same obligations.

The Member undertakes not to misuse the Services for purposes other than those for which they were designed, in particular to:

• carry out illegal or fraudulent activities;
• infringe public order or standards of decency;
• infringe the rights of third parties;
• breach any contractual, legislative or regulatory provision;
• interfere with third-party IT systems;
• promote their own services or those of a third party;
• assist or incite a third party to commit any of the above acts.

The Member also undertakes not to:

• copy, modify or misappropriate any element belonging to Native Spaces;
• interfere with or compromise Native Spaces' IT systems or security measures;
• harm the financial, commercial or moral interests of Native Spaces;
• market, transfer or grant access to the Services or Platform content.

The Member is responsible for the Content they publish and accepts that such Content is public by default.

The Member undertakes not to publish any Content that is unlawful, misleading, harmful, infringing, in violation of third-party rights or damaging to IT systems.

The Member is responsible for the relationships they establish with other Members and undertakes to act honestly, courteously and respectfully.

The Member undertakes not to contact other Members in order to circumvent the Platform and carry out or propose bookings outside the Platform. Native Spaces may take any appropriate measures, in particular those provided for in the article relating to the specific obligations of Venue and/or Event Services Providers.

The Member guarantees Native Spaces against any claim or action arising from a breach of their obligations and undertakes to indemnify Native Spaces for any damage suffered.

Regarding the Insurance

The Member is solely responsible for taking out and maintaining an insurance policy covering the use and/or provision of the Venue. The Member undertakes to provide, without delay and upon simple request from Native Spaces, a valid insurance certificate.

In addition, the Member benefits, at no additional cost, from an insurance policy taken out by Native Spaces on behalf of its Members, under the conditions detailed here.

The Organizer is solely responsible for reviewing the specific booking conditions applicable to the Space, as set out in the Quote, prior to validating any reservation.

The Organizer acknowledges and agrees that, in the event of booking a Space, they undertake to comply with the conditions of use specified in the Quote, and in particular to occupy the Space only for the agreed duration and for the maximum number of Guests authorised, as agreed with the Venue Provider and/or Event Services Provider in the Quote.

The Organizer is solely responsible for their use of the Space and undertakes, in particular, to return the Space (and any associated personal property) in the condition in which it was found upon arrival.

The Organizer undertakes to ensure that the Space is used exclusively by them and/or the Guests within the scope of the reservation and in accordance with the provisions of the Quote, the Guests being subject to the same obligations as the Organizer in their use of the Space.

The Organizer acts as guarantor for their Guests in connection with the booking of a Space.

The Organizer further undertakes not to organise an event that differs from what was specified in the Quote.

The Organizer undertakes not to contact directly a Venue Provider or Event Services Provider presented or discovered via Native Spaces without using the Platform.

This includes, without limitation, the following situations:

• making enquiries about a Space via the Platform and then contacting the Venue Provider directly outside the Platform;
• contacting a Venue Provider or Event Services Provider recommended or presented by Native Spaces without using the Platform;
• using the services or contact details of a Venue Provider or Event Services Provider identified via Native Spaces to organize an event without contracting through the Platform.

Without prejudice to any damages that may be claimed by Native Spaces as compensation for breach of the above contractual obligation and to the provisions of the article "Sanctions for breach", any direct contracting with such a Venue Provider or Event Services Provider shall give rise to payment of the full Commission due to Native Spaces.

The Venue Provider and/or Event Services Provider guarantees that the information provided in each Listing is accurate and undertakes to keep it up to date.

Where the Venue Provider is a real estate agent representing the interests of the owner of the Space, they guarantee that they are duly authorised by the owner to act in their name and on their behalf within the framework of these General Terms and Conditions.

The Venue Provider and/or Event Services Provider is solely responsible for the regulations applicable to their Space and to the conditions under which it is rented, or to the types of Event Services offered. It is therefore their responsibility to verify the regulations applicable to them, and NATIVE SPACES shall not be held liable in this respect. By way of example, certain owners or condominium regulations limit or prohibit subletting or short-term rentals; certain cities restrict the short-term rental of residential properties.

The Venue Provider undertakes (i) to offer a Space only for periods during which it is actually available for rental and (ii) to provide a Space that is compliant with the Listing and the Quote.

The Venue Provider is solely responsible for the Space offered for rental and for the rental conditions. They undertake to offer for rental only Spaces that they own or that they are authorised to offer for rental, and guarantee that doing so does not constitute a breach of any agreement entered into with a third party.

The Venue Provider and/or Event Services Provider declares that they have a status enabling them to issue invoices and receive payment of the Price for the rental of Spaces or the booking of Event Services.

The Venue Provider is solely responsible for knowing and complying with the laws and regulations applicable to them in connection with the rental of their Spaces or the booking of Event Services.

In this respect, where a Space meets the legal definition of a "tourist furnished accommodation" within the meaning of Article D.324-1 of the French Tourism Code, the Venue Provider, when publishing the Listing, expressly acknowledges having read and declares on their honour that they comply with the obligations incumbent upon them as owner or authorised person offering a tourist furnished accommodation, as reproduced in Appendix 2.

As a matchmaking platform, NATIVE SPACES is required to comply with certain annual tax reporting obligations pursuant to Directive (EU) 2021/514 ("DAC 7") and Articles 242 bis and 1649 ter A to 1649 ter E of the French General Tax Code.

In this context, NATIVE SPACES may collect and report tax information relating to the Venue Provider and/or Event Services Provider. The Venue Provider and/or Event Services Provider undertakes to promptly provide any information requested by NATIVE SPACES to enable it to comply with its legal obligations.

The Venue Provider and/or Event Services Provider is responsible for all formalities and all payments incumbent upon them in connection with the use of the Services.

Where applicable, the non-professional Venue Provider and/or Event Services Provider instructs and authorises NATIVE SPACES to collect tourist taxes on their behalf and/or to remit such taxes to the competent authority.

Where a billing mandate has been granted to NATIVE SPACES by a Venue Provider and/or Event Services Provider, the latter remains solely responsible for their invoicing obligations and for compliance with applicable VAT rules.

The Venue Provider and/or Event Services Provider undertakes not to contact and/or contract with another Member outside NATIVE SPACES.

This includes in particular, without limitation, the following situations:

• accepting a booking or providing a service to an Organizer introduced or put in contact via NATIVE SPACES without using the Platform;
• failing to inform NATIVE SPACES that an Organizer initially introduced via the Platform has contacted them directly in connection with an event;
• entering into a direct agreement with an Organizer obtained via the Platform without using NATIVE SPACES.

This undertaking applies for the entire duration of these General Terms and Conditions and for a period of twenty-four (24) months following the last introduction or interaction initiated via NATIVE SPACES, whether through the Platform or through a member of the team (email, phone, messaging, etc.), including where the Organizer re-contacts the Venue Provider or Event Services Provider directly after an initial introduction by NATIVE SPACES.

Any breach of this clause shall result, without prior formal notice, in invoicing by NATIVE SPACES of a penalty equal to fifteen percent (15%) of the Price proposed by the Venue Provider and/or Event Services Provider to the Member or, failing that, of the budget indicated by the Organizer to NATIVE SPACES or of the estimate displayed when the Organizer submits a request, without prejudice to the provisions of the article "Sanctions for breach" and to any damages that may be claimed by NATIVE SPACES.

NATIVE SPACES undertakes to provide the Services with due care, it being specified that it is bound by an obligation of means, and to comply with the applicable regulations.

Regarding the Quality of the Services

NATIVE SPACES uses its best efforts to provide the Member with quality Services. To this end, it regularly carries out checks to verify the operation and accessibility of its Services and may carry out maintenance under the conditions specified in the article "Maintenance".

However, NATIVE SPACES shall not be liable for temporary difficulties or impossibilities in accessing the Services arising from:

• circumstances external to its network (including partial or total failure of the Member's servers);
• failure of equipment, cabling, services or networks not included in the Services or not under its responsibility;
• interruption of the Services by telecommunications operators or internet service providers;
• actions taken by the Member, in particular due to incorrect configuration applied to the Services;
• a case of force majeure.

NATIVE SPACES is responsible for the operation of its servers, the external limits of which are defined by the connection points.

Furthermore, NATIVE SPACES does not guarantee that the Services:

• which are subject to ongoing development to improve performance and progress, will be entirely free of errors, defects or faults;
• being standard and not tailored to the Member's personal constraints, will specifically meet the Member's needs and expectations.

Platform Service Level

NATIVE SPACES does not provide any service level guarantee for the Platform.

However, NATIVE SPACES uses its best efforts to maintain access to the Platform 24 hours a day, 7 days a week, except in the event of planned maintenance under the conditions defined in the article "Maintenance" or in the event of force majeure.

Regarding Data Backup on the Platform

NATIVE SPACES uses its best efforts to back up all data produced and/or entered on or via the Platform.

Except in the event of proven fault on the part of NATIVE SPACES, it shall not be liable for any data loss occurring during maintenance operations.

Data Storage and Security

NATIVE SPACES provides sufficient storage capacity for the operation of the Services.

NATIVE SPACES uses its best efforts to ensure data security by implementing measures to protect infrastructure and the Platform, to detect and prevent malicious acts, and to recover data.

Publication of Content

NATIVE SPACES acts as a hosting provider for Content published by Members. Consequently, it is not responsible for such Content.

If NATIVE SPACES receives a notification relating to unlawful Content or a Listing, it will act promptly to remove it or make access to it impossible and may take the measures described in the article "Sanctions for breach".

Matchmaking Between Members

NATIVE SPACES acts as an intermediary in relations between Members.

NATIVE SPACES therefore cannot incur liability in the context of relations between Members, nor be a party to any disputes whatsoever, in particular those relating to the conduct of the Organizer or Guests, or to payment for the Space.

NATIVE SPACES does not guarantee any volume of business that Venue Providers and/or Event Services Providers may achieve through use of the Services.

Subcontracting and assignment

NATIVE SPACES may use subcontractors in the performance of the Services, who are subject to the same obligations as those incumbent upon it. NATIVE SPACES nevertheless remains solely responsible for proper performance of the Services vis-à-vis the Member.

NATIVE SPACES may substitute any person who will be subrogated to all its rights and obligations under its contractual relationship with the Member. Where applicable, the Member shall be informed of such substitution by any written means.

The liability of NATIVE SPACES is limited solely to direct, proven and foreseeable damages suffered by the Member as a result of use of the Services.

Evidence may be established by any means.

The Member is informed that messages exchanged via the Platform, as well as data collected on the Platform and on NATIVE SPACES’ IT systems, constitute the principal admissible means of proof, in particular to demonstrate the performance of the Services and, where applicable, the calculation of their price.

NATIVE SPACES applies a personal data protection policy accessible here. Members are invited to review it.

Unless otherwise agreed in writing by the other party, the parties undertake to keep confidential, for the duration of their contractual relationship and for three (3) years thereafter, all information relating to or held by the other party of which they became aware in connection with the conclusion and performance of their contractual relationship.

This obligation does not apply to information:

• already known to the receiving party;
• that was public at the time of disclosure or becomes public without breach of this clause;
• lawfully received from a third party;
• whose disclosure is required by judicial authorities, by law or regulation, or in order to establish the rights of a party in the context of the contractual relationship.

Confidential information may be disclosed to employees, collaborators, interns, agents and contractual partners of the parties, provided that they are subject to the same confidentiality obligation.

The parties shall not be held liable for any failure or delay in performance of their contractual obligations due to a force majeure event occurring during the contractual relationship.

Force majeure includes:

• any event meeting the conditions of Article 1218 of the French Civil Code as recognised by case law;
• strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters, or failure attributable to a third-party telecommunications provider.

If one party is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgment of receipt. Obligations are suspended upon receipt of the letter and must be resumed within a reasonable time once the force majeure event has ceased.

The affected party remains bound by obligations not affected by the force majeure event, including payment obligations.

If the force majeure event lasts more than thirty (30) business days, NATIVE SPACES may immediately terminate its contractual relationship with the Member by any written means.

The Member may unsubscribe from the Services by sending a request to NATIVE SPACES using the contact details referred to in the article "Identification of NATIVE SPACES".

Termination becomes effective within seven (7) days of receipt of the request by NATIVE SPACES.

The Member no longer has access to their Account as of the end of the Services.

In the event of termination by a Member, all bookings for which a Quote has been issued by a Venue Provider and/or Event Services Provider up to the effective termination date and accepted by the Organizer must be honoured. Accordingly, the Organizer must pay all amounts due to the relevant Venue Providers and/or Event Services Providers.

NATIVE SPACES may delete any Account that has remained inactive for a continuous period of more than twenty-four (24) months.

The following constitue essential obligations owed by the Member (the "Essential Obligations"):

• payment of the Commission;
• not providing inaccurate or incomplete information to NATIVE SPACES and in Listings;
• complying with customary rules of politeness and courtesy in dealings with NATIVE SPACES and other Members;
• for Venue Providers and/or Event Services Providers, transmitting a Quote to the Organizer, refusing the request or proposing alternatives to the Organizer no later than forty-eight (48) hours after receipt of a booking request;
• in the context of the mediation carried out by NATIVE SPACES: cooperation and communication with NATIVE SPACES and using best efforts to resolve disputes;
• not providing inaccurate information in the context of a booking (in particular requesting the booking of a Space for a private event when it is in fact a public event);
• not using the Services on behalf of a third party;
• not engaging in illegal or fraudulent activities or activities that infringe the rights or security of third parties, public order, or applicable laws and regulations.

In the event of a breach of any of these Essential Obligations, NATIVE SPACES may:

• suspend or terminate the Member's access to the Services;
• remove any Content or Listing related to the breach;
• cancel any booking for which the Organizer provided inaccurate information;
• publish on the Platform any informational message that NATIVE SPACES deems useful;
• notify any competent authority, cooperate with it and provide all useful information for the investigation and prosecution of illegal or unlawful activities;
• initiate any legal action.

These sanctions are without prejudice to any damages that NATIVE SPACES may claim from the Member.

In the event of a breach of any obligation other than an Essential Obligation, NATIVE SPACES shall request, by any appropriate written means, that the Member remedy the breach within a maximum period of fifteen (15) calendar days. The Services shall terminate at the end of this period if the breach is not remedied.

Termination of the Services results in deletion of the Account.

NATIVE SPACES may amend its General Terms and Conditions at any time and shall inform the Member by any written means (including email) at least five (5) calendar days before they enter into force.

The amended General Terms and Conditions apply as of their effective date.

If the Member does not accept the amendments, they must unsubscribe from the Services in accordance with the provisions of the article "Unsubscription".

If the Member continues to use the Services after the amended General Terms and Conditions have entered into force, NATIVE SPACES shall consider that the Member has accepted them.

The French language shall prevail in the event of any contradiction or dispute regarding the interpretation of a term or provision.

In the event of a dispute between a Member acting as a consumer and NATIVE SPACES, the Member may have free recourse to the following consumer mediator for an amicable resolution:

Centre de médiation de la consommation de conciliateurs de justice (CM2C)

Postal address: 14 rue Saint Jean, 75017 Paris

Telephone: +33 (0)1 89 47 00 14

https://www.cm2c.net

If the Member is a consumer located in another Member State of the European Union, they may access the European online dispute resolution platform available here.

This online dispute resolution platform of the European Commission is not available to residents of Switzerland or the United Kingdom.

The General Terms and Conditions are governed by French law.

For Members acting as professionals, in the event of a dispute with NATIVE SPACES and failing amicable resolution within two (2) months following the first notification, exclusive jurisdiction is granted to the courts of Paris (France), subject to any mandatory provisions to the contrary.