Terms of Sale

1.1 Company Identification

These Terms of Sale (hereinafter "ToS") are concluded between:

SPIXES OÜ

Legal form: Osaühing (private limited liability company under Estonian law)

Registration number: 17445798

Registered office: Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145 Tallinn, Estonia

EU TIN number: 17445798

Email: contact@wearespixes.com

Legal representatives: Nicolas Michaud, Jules Seyeux, Guillaume Sallé

Hosting provider: Railway Corp., 548 Market St PMB 68956, San Francisco, CA 94104, United States

Hereinafter referred to as "Spixes", "the Company", "we"

AND

Any natural or legal person, acting professionally or not, registered on the Spixes Platform (hereinafter "the User", "you").

1.2 Platform Purpose

Spixes operates a digital connection and community exchange platform between:

• Professionals (accommodation establishments, activity centres, event organisers and other tourism structures): who publish volunteering opportunities and/or post content on the Feed
• Travellers (Backpackers): who browse the Feed, access the Social Space and, upon subscribing to a Premium Subscription, browse volunteering opportunities and apply for them

The Platform is accessible via the website www.wearespixes.com.

3.1 Purpose

These ToS aim to define the contractual conditions applicable to the use of the Spixes Platform and the provision of associated services.

3.2 Scope of Application

The ToS apply, without restriction or reservation, to:

• Registration and use of the Platform, whether free or paid
• Services currently accessible free of charge for Professionals: publication of volunteering opportunities and posting on the Feed
• Services accessible free of charge for Backpackers: browsing the Feed and access to the Social Space
• Paid services (Premium Subscription) for Backpackers

3.3 Acceptance

Use of the Platform is subject to express, prior and unreserved acceptance of these ToS.

Electronic acceptance by checkbox and registration form validation has, between the parties, the same evidentiary value as a handwritten signature, in accordance with eIDAS Regulation (EU) No. 910/2014 and applicable Estonian law (Law of Obligations Act).

3.4 Enforceability

The ToS in force are those accessible on the Platform on the date of subscription or service use.

4.1 Right to Modify

Spixes reserves the right to modify these ToS at any time, particularly to comply with any legal, regulatory, case law or technical evolution.

4.2 Notification

Any substantial modification of the ToS will be notified to Users by:

• Email to the address provided during registration, and/or
• In-app notification, and/or
• Publication on the Platform

4.3 Enforceability Period

New ToS will enter into force thirty (30) calendar days after their notification.

4.4 Right to Terminate

If the User does not accept the new ToS, they have the right to terminate their account before the modifications take effect, without fees or penalty.

Continued use of the Platform after the expiration of the thirty-day period constitutes full and complete acceptance of the new ToS.

5.1 Technical Prerequisites

Access to the Platform requires:

• A high-speed Internet connection
• Compatible equipment (computer, smartphone, tablet)
• A recent and secure browser (Chrome, Firefox, Safari, Edge)
• JavaScript activation and functional cookies

5.2 Access Costs

Costs related to Internet access, computer equipment and telecommunications remain the exclusive responsibility of the User.

5.3 Availability

Spixes implements all reasonable means to ensure continuous access to the Platform, 24 hours a day, 7 days a week.

However, Spixes is subject to an obligation of means, not results, and does not guarantee uninterrupted and error-free access.

Spixes reserves the right to temporarily suspend access to all or part of the Platform for:

• Scheduled or emergency maintenance operations
• Technical or functional updates
• Computer security reasons
• Force majeure cases

Except in emergency, Users will be informed by email or notification at least forty-eight (48) hours in advance.

5.4 Access Restriction

Spixes reserves the right to restrict access to the Platform in case of:

• Violation of these ToS
• Fraudulent or abusive behavior
• Non-payment of Premium Subscription
• Decision by an administrative or judicial authority

6.1 Registration Conditions

Registration on the Platform is reserved for:

• Natural persons of legal age (18 years old) with legal capacity to contract
• Duly registered legal entities, represented by an authorized person

6.2 Registration Procedure

The User must:

• Complete the online registration form
• Provide accurate, complete and up-to-date information
• Choose a secure password
• Accept these ToS and the Privacy Policy
• Validate their email address by clicking on the confirmation link

6.3 Identity Verification

Spixes reserves the right to request, at any time, verification of the User's identity by transmitting:

• A valid official identity document (national identity card, passport)
• A recent profile photo
• Proof of residence (for Establishments / Companies)
• Any other document deemed necessary

Refusal to provide these documents may result in suspension or deletion of the Account.

6.4 Information Accuracy

The User guarantees the accuracy, truthfulness and currency of information provided during registration and undertakes to update it in case of modification.

Warning: Any false, inaccurate or incomplete information engages the User's responsibility and may result in immediate suspension or deletion of their Account, without prejudice to any damages that Spixes would be entitled to claim.

6.5 Account Uniqueness

Each User may only create one Account. The creation of multiple Accounts by the same person is strictly prohibited, unless expressly authorized by Spixes.

6.6 Credential Confidentiality

The User is solely responsible for the confidentiality of their login credentials (email and password).

Any use of the Account by a third party is presumed to be performed by the User themselves, who assumes full responsibility.

In case of loss, theft or fraudulent use of credentials, the User must immediately inform Spixes at: contact@wearespixes.com.

7.1 Services Currently Accessible Free of Charge for Professionals

Professionals currently benefit from free access allowing them to:

• Create and customise a professional profile
• Publish volunteering opportunities (unlimited)
• Publish events and news on the Feed
• Browse Backpacker profiles
• Communicate with Backpackers via integrated messaging
• Access statistics on views of their listings and publications

Note: Spixes reserves the right to introduce paid subscriptions for Professionals and/or charge for features that are currently free, in particular when traffic on the Platform reaches a critical threshold.

Minimum 30-day notice: any pricing change will be notified by email and Platform notification at least thirty (30) calendar days before it takes effect.

7.2 Services for Backpackers

Free access (no subscription required):

• Browsing the Feed published by Professionals (news, events, photos, videos)
• Full access to the Social Space: create and join groups, organise events, publish content and interact with the community

Premium Subscription (paid, rolling monthly):

By subscribing to the Premium Subscription, Backpackers gain access to advanced features:

• Unlimited browsing: access to all volunteering opportunities published by Professionals
• Unlimited applications: ability to apply for an unlimited number of opportunities per month
• Enhanced visibility: profile promoted to Professionals in search results
• Verification badge: visual profile certification ("Verified Profile")
• Unlimited messaging
• Advanced statistics: profile views, Professional response rate, popularity ranking
• Early access: to new Platform features before general rollout
• Priority promotion in Social Space: publications and groups promoted in community feeds

The list of Premium features may change. Subscribed Users will be notified of any addition or removal of features at least fifteen (15) days in advance.

7.2.1 Social Space

The Platform provides a free Social Space enabling Backpackers to create and join themed groups, organise and promote events, publish content (texts, photos, videos, travel stories), comment on and interact with other Backpackers' publications, and take part in community discussions. All content published in the Social Space is subject to these ToS, the ToU and the Volunteering Charter.

7.3 Nature of Service – Obligation of Means

Spixes acts as a technical intermediary facilitating connection between Professionals and Backpackers.

Spixes does not guarantee:

• The actual conclusion of an agreement between a Professional and a Backpacker
• The quality, truthfulness or accuracy of published offers
• Proper execution of arrangements agreed between Users

Spixes's obligation is an obligation of means, not results.

7.4 Moderation and Content Removal

Spixes reserves the right to moderate, suspend or delete, without notice or compensation, any User Content or account that:

• Contravenes these ToS
• Violates a legal or regulatory provision in force
• Infringes third party rights (intellectual property, image rights, defamation)
• Is illegal, fraudulent, discriminatory, violent, pornographic or contrary to morality
• Harms Spixes's image, reputation or interests

8.1 Price

The Premium Subscription price is set at €9.99 including VAT per month (nine euros and ninety-nine cents), including Estonian VAT at 22%.

The applicable rate is the one in force on the subscription date.

8.2 Price Revision

Spixes reserves the right to modify its prices at any time.

Any price increase will be notified to the User by email at least thirty (30) calendar days before its entry into force.

The User has the right to terminate their Subscription before the new rate takes effect, without fees or penalty.

Failing termination, the new rate will automatically apply at the next payment due date.

8.3 Payment Methods

Payment is made exclusively by credit card (Visa, Mastercard, American Express) or any other payment method offered on the Platform (Stripe, PayPal, Apple Pay, Google Pay).

Payment is made securely via payment service provider Stripe (or PCI-DSS certified equivalent).

Note: Spixes does not store any complete banking data.

8.4 Automatic Withdrawal

The Premium Subscription is automatically renewed each month by withdrawal from the registered payment method.

Withdrawal occurs on the anniversary date of the initial subscription.

8.5 Payment Failure

In case of payment failure (insufficient funds, expired card, bank opposition, technical problem), Spixes will inform the User by email.

The Premium Subscription will be automatically suspended until payment regularization.

The User retains their Account and personal data, but loses access to Premium features until effective payment of the current period.

Warning: In case of non-regularization within thirty (30) calendar days, Spixes reserves the right to permanently delete the Account, after prior email notification.

8.6 Invoicing

An electronic invoice compliant with legislation in force is issued at each withdrawal and made available in the User's personal space.

The User may also receive the invoice by email upon request.

9.1 Premium Subscription Duration

The Premium Subscription is subscribed for a duration of one (1) month, renewable by tacit renewal.

9.2 Automatic Renewal

Unless terminated by the User, the Subscription is automatically renewed at each monthly due date.

9.3 Termination by User

The User may terminate their Premium Subscription at any time, without fees, directly from their personal space.

Termination takes effect at the end of the current subscription period. No pro rata refund is made.

The User retains access to Premium features until the expiry date of the paid period.

9.4 Termination or Suspension by Spixes

Spixes may suspend or terminate a User's Account, with immediate effect and without notice, in the following cases:

• Serious or repeated violation of these ToS
• Non-payment of Premium Subscription
• Fraudulent, abusive or illegal behavior
• Identity theft
• Publication of illegal content or content contrary to morality
• Use of the Platform for unauthorized commercial purposes
• Damage to Spixes's image, reputation or interests
• Decision by an administrative or judicial authority

Important: In case of termination for fault, no refund will be made. Spixes reserves the right to claim damages in compensation for damage suffered.

9.5 Consequences of Termination

Termination results in:

• Immediate deactivation of the Account
• Deletion of access to the Platform
• Deletion of User Content, subject to legal retention obligations

Personal data is retained in accordance with the Privacy Policy and GDPR.

10.1 Principle

In accordance with European Directive 2011/83/EU on consumer rights and applicable Estonian law (Consumer Protection Act), the consumer User has a period of fourteen (14) calendar days to exercise their right of withdrawal, without having to justify reasons or pay penalty.

10.2 Exception – Immediate Performance

Important: However, in accordance with Article 16(m) of Directive 2011/83/EU and Estonian law (Consumer Protection Act, §53(4)), the right of withdrawal does not apply to services fully performed before the end of the withdrawal period, provided that performance began with the consumer's express prior consent and after they acknowledged losing their right of withdrawal.

By subscribing to the Premium Subscription, the User expressly requests immediate service performance and acknowledges losing their right of withdrawal.

10.3 Exercise of Right of Withdrawal (if applicable)

In case of exercise of the right of withdrawal before service performance begins, the User must notify their decision by:

• Email to: contact@wearespixes.com
• Postal mail to: Spixes OÜ, Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 5, 10145 Tallinn, Estonia
• Using the withdrawal form in Annex 1 below

10.4 Refund

In case of valid withdrawal, Spixes will refund the total amount paid within a maximum period of fourteen (14) days from receipt of withdrawal notification.

Refund will be made by the same payment method as that used for the initial transaction, unless express contrary agreement.

11.1 General Obligations

The User undertakes to:

• Respect these ToS, the Privacy Policy and legislation in force
• Provide accurate, complete and up-to-date information
• Use the Platform in good faith and for legitimate purposes
• Not usurp a third party's identity
• Preserve the confidentiality of their login credentials
• Not disrupt Platform functioning
• Not attempt to access secure parts of the Platform without authorization

11.2 Prohibited Content

It is strictly forbidden to publish or disseminate on the Platform any Content:

• Illegal, fraudulent or contrary to public order
• Discriminatory, racist, xenophobic, revisionist or damaging human dignity
• Violent, pornographic, child pornographic or inciting violence
• Defamatory, insulting or damaging honor, privacy or reputation of others
• Counterfeit or infringing third party intellectual property rights
• Containing viruses, Trojan horses or any other harmful element
• Promoting illegal products or services (drugs, weapons, counterfeits)
• Constituting spam or phishing

11.3 Sanctions

Any violation of the above obligations may result, without notice, in:

• Deletion of offending Content
• Temporary or permanent Account suspension
• Immediate contract termination
• Legal proceedings and damages claim

11.4 Civil and Criminal Liability

The User is solely responsible, both civilly and criminally, for Content they publish and use they make of the Platform.

The User guarantees and indemnifies Spixes against any claim, legal action, loss or damage resulting from violation of their obligations.

12.1 Host Status

Spixes benefits from host status within the meaning of Article 14 of Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the internal market ("Directive on electronic commerce").

As such, Spixes exercises no prior control over Content published by Users and is not responsible for this Content, in accordance with applicable European law.

12.2 Removal Obligation

Spixes undertakes to promptly remove any manifestly illegal content as soon as it has actual knowledge of it, particularly:

• By User report
• By notification from a competent authority
• On its own initiative

12.3 Limitation of Liability

Within the limits authorized by applicable law, Spixes's liability cannot be engaged in the following cases:

• Interruption or malfunction: temporary interruptions for maintenance, failures, bugs, cyberattacks, force majeure cases
• Data loss: loss or corruption of data independent of Spixes's will
• User Content: content published by Users (truthfulness, accuracy, legality)
• Relations between Users: disputes, disagreements or agreements concluded between Professionals and Backpackers
• Third party acts: fraudulent actions, hacking, identity theft
• Indirect damages: financial harm, loss of revenue, loss of clientele, loss of opportunity, damage to image, to the extent permitted by law

12.4 Liability Cap

In any event, and to the extent permitted by applicable law, Spixes's total and cumulative liability, all damages combined, cannot exceed:

• The total amount actually received by Spixes from the User concerned over the twelve (12) months preceding the occurrence of the event giving rise to liability
• Or, for free services, the sum of one hundred (100) euros

12.5 Obligation of Means

Spixes undertakes to implement all reasonable means to ensure proper functioning of the Platform, but does not guarantee any specific result.

13.1 User Content Ownership

The User retains full intellectual property rights to Content they publish on the Platform (texts, photos, videos, comments).

13.2 License Granted to Spixes

By publishing Content on the Platform, the User grants Spixes a worldwide, non-exclusive, free, transferable and assignable license to:

• Reproduce, represent, disseminate and communicate to the public Content on the Platform
• Adapt, modify, translate Content for the Platform's technical needs
• Use Content for promotional or marketing purposes (with User's prior consent for any use outside the Platform)

This license is granted for the duration of intellectual property rights protection and worldwide.

It automatically ends in case of Content deletion by the User, subject to backup copies and legal retention obligations.

13.3 User Guarantees

The User guarantees Spixes that they have all necessary rights and authorizations to publish Content and grant the above license.

The User guarantees that Content does not infringe any third party rights (intellectual property, image rights, privacy, etc.).

13.4 Platform Intellectual Property

All elements of the Platform (design, graphic charter, logo, trademarks, texts, source codes, databases, algorithms, structure) are the exclusive property of Spixes or its licensors.

Any reproduction, representation, modification, publication, adaptation, total or partial, of these elements is strictly prohibited without prior written authorization from Spixes.

Any violation may give rise to civil and criminal proceedings.

13.5 Infringement Report

Any person believing that Content published on the Platform infringes their intellectual property rights may send a notification to: contact@wearespixes.com, attaching necessary supporting documents.

14.1 Reference to Privacy Policy

Processing of Users' Personal Data is detailed in Spixes's Privacy Policy.

This policy is an integral part of these ToS.

14.2 GDPR Compliance

Spixes processes Personal Data in accordance with Regulation (EU) 2016/679 (GDPR) and Estonian legislation in force (Personal Data Protection Act).

14.3 Data Controller

Spixes OÜ is the data controller for Personal Data collected on the Platform.

14.4 User Rights

Users have the following rights:

• Right of access, rectification, erasure
• Right to restriction of processing
• Right to data portability
• Right to object
• Right to define post-mortem directives
• Right to withdraw consent at any time
• Right to lodge a complaint with the supervisory authority (Data Protection Inspectorate in Estonia)

These rights can be exercised at: contact@wearespixes.com.

14.5 Data Security

Spixes implements all appropriate technical and organizational measures to guarantee the security and confidentiality of Personal Data.

16.1 Definition

Neither party shall be held liable for non-performance of its contractual obligations if such non-performance is due to a force majeure event as defined by Estonian law (Law of Obligations Act, §103) and applicable European law.

Force majeure means any external, unforeseeable and irresistible event preventing contract execution.

The following constitute force majeure cases:

• Natural disasters (flood, earthquake, fire)
• War, riot, attack, act of terrorism
• Epidemic, pandemic
• General strike, blockage of means of transport or supply
• Interruption of third-party provider services (host, payment service provider)
• Public authority decision
• Widespread power or telecommunications network outage
• Large-scale cyberattack (DDoS, ransomware)

16.2 Effects

In case of force majeure, performance of contractual obligations is suspended for the duration of the event.

If the force majeure event persists beyond thirty (30) calendar days, each party may terminate the contract automatically, without compensation.

16.3 Notification

The party invoking force majeure must inform the other party as soon as possible by any appropriate means.

17.1 Confidentiality Obligation

Each party undertakes to keep strictly confidential all confidential information of which it becomes aware in the context of contract execution.

17.2 Exceptions

The confidentiality obligation does not apply to information:

• Already public or fallen into the public domain without fault of the receiving party
• Legally known to the receiving party before disclosure
• Legitimately received from a third party without confidentiality restriction
• Required to be disclosed by legal obligation or court decision

17.3 Duration

The confidentiality obligation remains in force for the duration of the contract and for a period of three (3) years after its cessation.

18.1 Reporting Illegal Content

Any User may report Content they consider illegal or contrary to these ToS directly from the Platform or by email to: contact@wearespixes.com.

The report must contain:

• Precise identification of the offending Content (link, screenshot)
• Reasons for the report
• Reporter's contact details

Spixes undertakes to process any report within a reasonable time and to inform the reporter of the follow-up.

18.2 Complaint

In case of dispute or complaint, the User is invited to primarily contact Spixes's customer service at: contact@wearespixes.com.

Spixes undertakes to respond within a maximum period of seven (7) business days.

18.3 Consumer Mediation (for European consumers)

In accordance with Directive 2013/11/EU on alternative dispute resolution for consumer disputes, any consumer residing in the European Union has the right to use a consumer mediator free of charge for amicable dispute resolution.

European online dispute resolution (ODR) platform:
https://ec.europa.eu/consumers/odr

Important note: Consumer mediation is not mandatory in Estonia. However, Spixes undertakes to cooperate in good faith with any approved European mediator that a consumer wishes to refer a dispute to. The consumer may freely choose the mediator of their choice among approved mediators in their country of residence.

19.1 Assignment by Spixes

Spixes reserves the right to assign, transfer or contribute to a third party all or part of its rights and obligations arising from these ToS, particularly in case of:

• Merger, demerger, partial contribution of assets
• Business or activity sale
• Change of control

The User will be informed by email or Platform notification at least thirty (30) days before the assignment takes effect.

19.2 Prohibition for User

The User may not assign, transfer or subcontract their rights or obligations without Spixes's prior written consent.

20.1 Evidentiary Value

The parties agree that data and documents stored in Spixes's computer systems constitute evidence between them, particularly regarding:

• Orders and transactions
• Connection dates and times
• ToS acceptances
• Message exchanges

20.2 Archiving

Spixes archives transactions and contracts concluded electronically under reasonable security and reliability conditions, in accordance with applicable legislation.

Archived documents may be produced in court as evidence.

21.1 Applicable Law

These ToS are governed and interpreted in accordance with Estonian law.

However, if the User is a consumer residing in a European Union Member State, they also benefit from the protection of mandatory provisions of the law of their country of residence, in accordance with Regulation (EC) No. 593/2008 (Rome I).

21.2 Attempt at Amicable Resolution

In case of dispute relating to interpretation, execution or termination of these ToS, the parties undertake to seek an amicable solution before any legal action.

21.3 Jurisdiction

For professional Users (legal entity or natural person acting for professional purposes):

In the absence of amicable settlement within thirty (30) days, any dispute falls under the exclusive jurisdiction of Tallinn courts (Estonia).

For consumers (natural person acting for non-professional purposes):

In accordance with Regulation (EU) No. 1215/2012 (Brussels I bis), the consumer may choose to bring proceedings in:

• The courts of their place of domicile, or
• The courts of Tallinn (Estonia)

Spixes may only bring proceedings in the courts of the consumer's place of domicile.

22.1 Severability

If one or more provisions of these ToS are held to be invalid or declared null pursuant to a law, regulation or following a final decision by a competent court, other provisions shall retain their full force and scope.

The parties agree to replace the annulled clause with a valid clause having similar economic effect.

22.2 Non-Waiver

The fact that one party does not enforce a breach by the other party of any obligations referred to in these ToS cannot be interpreted as a waiver to subsequently enforce such breach.

22.3 Language and Linguistic Versions

These ToS are drafted in French.

Translated versions may be made available to Users in other languages (English, Spanish, etc.) for information purposes.

In case of contradiction or difference of interpretation between the French version and any translated version, the French version shall prevail.

Note: This provision is in accordance with Estonian law which allows parties to freely choose the language of the contract (Law of Obligations Act, §11), subject to European consumer protection rules which guarantee the right to receive information in a language they understand.

22.4 Titles

Article titles are inserted for reading ease and have no contractual or legal value.

22.5 Entirety

These ToS, ToU, Privacy Policy and Cookie Policy constitute the entire agreement between the parties and replace all prior agreements, negotiations or discussions, written or oral.