Thank you for your interest in becoming a Talent Program member of Focus Entertainment a public limited company registered with the Paris Trade and Companies Register under n° 399 856 277 , located Parc du Pont de Flandre, Bâtiment 28 “Le Beauvaisis”, 11 rue Cambrai, 75019 PARIS, France (“Focus”, “we” or “us”)

You are applying to become a Talent Program member to refer consumers to our website service located at https://store.focus-entmt.com/ (the “Focus Entertainment Store”) in accordance with the terms below (our “Agreement”).

You should carefully read this Agreement before accepting these terms and conditions by ticking the appropriate box when you register. If you do not agree to the terms and conditions set forth in this Agreement, you are not eligible to become a member of the Focus Entertainment Talent Program.

1. Focus Talent Program

   1. You confirm that your social media page/website (“Your Content Site”) does not include and/or promote content that promotes illegal activities, sexually explicit materials, violent behaviour, discrimination, and without limitation any other offensive or objectionable practices.
   2. We will review Your Content Site from time to time and re-evaluate your Talent Program with us if required. If we reasonably deem Your Content Site is no longer suitable for our Talent Program we will terminate our arrangement with you upon a 10 business days’ prior notice. Notably, but not only, we request that:
      1. You mention Focus and your Authorized Code (defined at section 1.3 below) when you play our games through Your Content Site;
      2. You highlight your Talent Program to the Focus Entertainment Talent Program when you play our games through Your Content Site;
      3. You post a photo of our goodies on Your Content Site when you receive them;
      4. Each year, you make and post at least 3 videos or streams about our games on Your Content Site;
      5. You are respectful of your audience to create a positive environment on Your Content Site.
      For sake of clarity, you are free to play and share any other games on Your Content Site.
   3. Upon notification that Your Content Site has been accepted into our Talent Program, you will be provided with a code to enable referrals from Your Content Site to be tracked (“Authorised Code”). You may only use your Authorised Code on Your Content Site unless otherwise notified and agreed by us. In any case, Focus may, at its discretion, replace your Authorized Code with a new code.

2. Commission and Advantages

   1. Subject to sections 2.2 and 2.3, a commission becomes payable to you every time a visitor completes a purchase on the Focus Entertainment Store by using your Authorized Code, that results in a sale of our eligible products (the list of which shall be communicated to you by email) on the Focus Entertainment Store.
   2. Provided such visitor purchases with our eligible products by using the Authorized Code on the Focus Entertainment Store you are credited with the sale and will be entitled to commission.
   3. A sale will be deemed to be made at the point the payment is actually received in cleared and non-refundable manner, meaning the withdrawal/ refund right period has expired following payment from the visitor.
   4. The payment will be calculated as follows:
      • Ten percent (10%) on the first hundred (100) PC digital game sales generated each month; then
      • Five percent (5%) on all additional PC digital game sales generated each month.
   5. In addition, at Focus’ discretion, you may be granted with the following advantages:
      • An automatic access to all beta versions of our games under development and the possibility to give us direct feedback;
      • An automatic access to all our games;
      • Sponsorship opportunities in our campaigns for content creators;
      • Free access to various goodies from our official online store;
      • Direct point of contact at Focus for any request or topic; and
      • Game keys to give away to your community.

3. Tracking and Payment

   1. Payments will only be made in relation to verifiable transactions referred through Authorised Code.
   2. We will not be liable to you with respect to any failure by you to use Authorised Code.
   3. Upon notification that Your Content Site has been accepted into our Talent Program, you will be provided with a personal account featuring a dashboard allowing you to track all purchases made with your Authorized Code.
   4. All payments will be processed monthly and directly to you by our merchant of records, namely Scalefast. Provided that you send us with your bank detail in a timely manner, Scalefast will process the payment by wire transfer to your bank account on a monthly basis.
   5. Notwithstanding the foregoing, in the event that the compensation is less than the equivalent of USD 50, for a given month, then no payment will be made until the month where such accrued compensation exceeds the equivalent of USD 50.

4. Your Obligations

   1. You agree to the following:
      1. (i) You will follow all laws and regulations, including intellectual property and other laws applicable to Your Content Site and ensure that all permissions, rights and licenses have been obtained in order to show any of the materials you display on Your Content Site.
      2. (ii) You will only use the Authorised Code unless otherwise notified and agreed by us.
      3. (iii) You will not use any software/applications that cause the overwriting of Authorised Code.
      4. (iv) You will not use our names/trademarks in any way without our consent.
      5. (v) You will not engage in spamming, unsolicited e-mail and indiscriminate advertising.
      6. (vi) You will not in any way copy, resemble, frame, or mirror the look and feel of the Focus Entertainment Store or any other Focus website.
      7. (vii) You will not re-direct, mislead or do anything that drives visitors away from our websites (including the Focus Entertainment Store) to Your Content Site or other websites.
      8. (viii) You will use the Authorised Code solely in accordance with the purposes of this Agreement.

5. Warranties and Representations

   You warrant and represent to us that:

   1. (i) You have the right to enter into this Agreement, noticeably you are not under 18 years old, and this constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
      
      In this regard, you are hereby informed that Focus Entertainment, acting as controller and sole recipient of your data, collects and processes your full name, date of birth and address solely for the purpose of entering into this Agreement. As required by law, this data will be stored for the whole duration of our contractual relation and for 5 years thereafter.
      
      Additionally, you are informed that Focus Entertainment reserves the right to request an ID for the sole purpose of confirming your majority and your capacity to enter this Agreement. If so, the data will not be kept longer than the time necessary to control your age.
      
      You have the right to access, rectify or delete your personal data as well as to limit or oppose their processing. You may exercise these rights at any time by sending a written request to the following address: personaldata@focusent.com. If, after contacting us, you deem that your "Data Protection" rights are not being respected, you have the right to lodge a complaint about our processing of your personal data with the competent supervisory authority, such as the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés). More information is available upon request or on our Website (www.focus-entmt.com/en/privacy-policy).
   2. (ii) Your entry into this Agreement will not cause any breach of your obligations to any third parties.

6. Disclaimer

   To the extent permitted by law the Focus Entertainment Store and the authorized Code are provided on an "as is" and "as available" basis. No representations, warranties or conditions of any kind are provided and any implied warranties are expressly excluded. In addition, we do not guarantee error-free, virus-free or secure operation and access to the Focus Entertainment Store and we will not be liable for the consequences of any interruptions or errors.

7. Termination

   1. This Agreement shall come into force on the date upon which you accept it by ticking the relevant ‘tick-box’ and shall continue until terminated by either you or us in accordance with this section.
   2. Either you or we may end this Agreement at any time, without cause, by giving the other party a 10 days’ prior written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
   3. Termination or expiration of this Agreement for any reason shall be without prejudice to any payments that shall have accrued to your benefit prior to such termination or expiration, which shall be proceeded in accordance with section 3 of this Agreement.

8. Limitation of Liability

   We are not liable to you or any other person for indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to this Agreement, including but not limited to loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability, regardless of any negligence or other fault or wrongdoing by us or any person for whom we are responsible. In no event shall Focus’s cumulative liability to you arising out of or related to this Agreement, exceed the total commission payments paid to you under this Agreement.

9. Independent Parties

   You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Focus.

10. Confidentiality

    All confidential and/or proprietary information, including but not limited to, any business, technical, financial, and customer information, disclosed by Focus to you will remain the sole property of Focus, and you will keep in confidence and not use or disclose such information without the express written permission of Focus.

11. Indemnity

    You hereby agree to indemnify and hold harmless Focus, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal expenses) incurred or suffered by or threatened against Focus as a result of any allegation, claim, demand or legal proceeding by a third party arising as a result of or in respect of any breach or alleged breach, non-performance, proven breach of any representation, warranty, undertaking, or agreement by you contained in this Agreement.

12. Governing Law

    This Agreement shall be governed by and interpreted in accordance with the laws of France without regard to the conflicts of laws and principles thereof. You and Focus agree to irrevocably submit to the exclusive jurisdiction of the courts of Paris, France.
    
    By ticking the "I understand and accept the Terms & Conditions of the Focus Talent Program" box in the Focus Talent Program registration form, you confirm your acknowledgement, and unconditional acceptance, of the terms and conditions of this Agreement.