SUBSCRIBING USERS

Version number: 2026-1

Last updated: March 24, 2026

These Terms govern access to and use of the Platform owned and operated by Solutions SmileyApp inc. ("SmileyApp"). They establish the rights and obligations of Subscribing Users who create an Account and use the Platform as part of their professional activities. By creating an Account, subscribing to a Subscription Plan, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1. SCOPE, ACCEPTANCE, AND FORMATION OF THE AGREEMENT

1.1. Scope
These Terms define the contractual provisions governing the use of the Platform, the management of Accounts and Subscription Plans, access to the Services, the management of End Clients, billing, payment processing, as well as the rights and responsibilities of SmileyApp and the Subscribing User. Any new features or improvements made to the Platform are part of the Services and are subject to these Terms.

1.2. Legal Capacity
The Subscribing User declares to have reached the age of majority and to possess the legal capacity required to enter into this Agreement. When acting on behalf of a Person, they warrant that they are duly authorized to bind that Person.

1.3. Acceptance and Formation of the Agreement The Agreement takes effect on the earliest of the following events:

a) The creation of an Account;

b) The activation of a Subscription Plan;

c) The use of the Services, including during a trial period.

(the "Effective Date")

By using the Services, the Subscribing User acknowledges having read, understood, and accepted the Agreement and undertakes to comply with it at all times.

Failure to accept the Agreement or to meet the applicable legal requirements prohibits access to the Platform and the use of the Services.

1.4. Parties and Contractual Relationship The Agreement is concluded between SmileyApp and the Subscribing User. The Subscribing User remains the sole contracting party with their End Clients. SmileyApp provides the Platform and the Services but does not intervene in the commercial or legal relationship between the Subscribing User and the End Clients.

Consequently, the general terms, policies, or other provisions of the Subscribing User are not binding on SmileyApp.

1.5. Entirety and Primacy The Agreement constitutes the entire and complete understanding between SmileyApp and the Subscribing User. It takes precedence over any other verbal or written agreement made prior to its signing.

2. DEFINITIONS
Unless otherwise indicated in the text, words and expressions beginning with a capital letter appearing in the Terms are to be interpreted as follows:

"End Client(s)" means any Person who acquires products or files through the store operated by the Subscribing User using the Platform made available by SmileyApp.

"Account(s)" means the user account created by a Subscribing User on the Platform, allowing them to access the Services, manage their galleries, content, Client Data, End Clients, orders, and Subscription Plan.

"Terms" means this agreement, including its preamble and appendices, as well as any amendments made by SmileyApp in accordance herewith, including, where applicable, any specific conditions applicable to additional Services;

"Third-Party Content" means any content, data, information, material, software, service, or element, in any form whatsoever, that is provided, made available, or accessible by a third party other than SmileyApp, including integrated content, content linked or accessible through the Platform, regardless of how it is used or made available by the Subscribing User or their End Clients.

"Agreement" means these Terms, as well as any other document incorporated by reference herein, including the Privacy and Data Retention Policy and any other additional policy, term, or agreement published or communicated by SmileyApp from time to time.

"Client Data" means all data, information, content, files, and documents, in any form whatsoever, that are provided, uploaded, entered, transmitted, generated, or otherwise made available by or on behalf of an End Client as part of the Subscribing User's use of the Services, including personal information, transactional data, images, orders, and any other data related to interactions between the Subscribing User and their End Clients, which are hosted, processed, or otherwise used through the Platform, excluding Third-Party Content and Third-Party Products.

"Agreement Term" means the period during which the Agreement is in force for a Subscribing User, from the Effective Date of the Agreement until its termination or expiration, including any automatic renewal of a Subscription Plan, unless terminated early in accordance with these Terms.

"Law(s)" means, as the case may be, whether it is a federal, provincial, municipal, or foreign jurisdiction, a law, regulation, order, decree, directive or administrative policy, or other legislative or executive instrument of a public or parapublic authority, a rule of common law, as well as any judicial and administrative decision by a competent court relating to their validity, interpretation, and application, and includes, when required, an international treaty and an inter-provincial or intergovernmental agreement, it being understood that, when the Agreement refers to a specific Law, this includes all regulations adopted thereunder, all amendments thereto, as well as any law or regulation that supplements or replaces that law or regulation, if applicable.

"Person" means, as the case may be, a natural person, a partnership, a corporation, a cooperative, an association, a union, a trust, or any other organization having or not having its own legal personality, as well as any public authority of foreign, federal, provincial, territorial, or municipal jurisdiction, and includes the legal representatives of such person.

"Subscription Plan(s)" means any subscription formula offered by SmileyApp, as described on the Platform, including free or paid Subscription Plans.

"Platform" means the online infrastructure made available by SmileyApp, including the website, administration interface, store, gallery pages, ordering tools, and the technical systems necessary for its operation.

"Third-Party Products" means any product, good, or service offered, sold, distributed, or otherwise provided by a third party, including products or services offered by partners, suppliers, or external integrations accessible through the Platform, without SmileyApp being the manufacturer, seller, distributor, or supplier thereof.

"Intellectual Property" means all registered and unregistered rights granted, applied for, or existing now or in the future under any patent, copyright, trademark, trade secret, database protection, or other intellectual property laws, as well as all similar or equivalent rights or forms of protection, in any part of the world.

"Services" means all core Services provided by SmileyApp and accessible to the Subscribing User according to the chosen Subscription Plan, including, where applicable, any additional Services offered as a complement, in accordance with the applicable terms and conditions.

"Additional Service(s)" means any service that is not a core service according to the terms of the chosen Subscription Plan, notably retouching, production, delivery services, or advanced features.

"Core Service(s)" means all functionalities and services provided by SmileyApp, allowing Subscribing Users, among other things, to create and display online photo galleries, upload and store visual content, sell photographs or derivative products, as well as manage orders, transactions, and interactions with their End Clients, all according to the terms of the chosen Subscription Plan.

"Subscribing User(s)" means any Person who creates an account on the Platform and subscribes to a Subscription Plan to access the Services as part of their professional or commercial activities, excluding any End Client.

3. ACCOUNT, ACCESS, AND SECURITY
To use the Platform, the Subscribing User must provide accurate, complete, and up-to-date information, and undertakes to keep this information updated. The Subscribing User is solely responsible for the confidentiality of their credentials as well as for all activities carried out through their Account, including those performed by their employees and/or subcontractors.

SmileyApp may take reasonable measures to protect the security of the Account, including temporarily suspending access, and disclaims all liability for damages resulting from unauthorized access. The Subscribing User undertakes not to bypass the technical measures implemented by SmileyApp to protect the Platform.

SmileyApp reserves the right, at its sole discretion, to request documents from the Subscribing User to verify their identity, their authorization to act for a Person, or the legitimacy of their Account, and to temporarily or permanently suspend access to the Services until the provided information is validated.

4. AUTHORIZED USE
The Platform is exclusively intended for professional use. The Subscribing User declares to be acting within the framework of a commercial activity or a professional practice and guarantees that their use of the Platform is compatible with this purpose. SmileyApp reserves the right to refuse or close an Account when the observed use is incompatible with professional use.

The Subscribing User undertakes to use the Platform in accordance with applicable Laws and in a reasonable manner compliant with the Agreement. As such, they are notably prohibited from using the Platform for illegal or fraudulent purposes, infringing on the rights of third parties, harming ethics, bypassing security measures in place, or transmitting, uploading, or disseminating any harmful, abusive, or illicit content.

The Subscribing User is also prohibited from uploading images representing minors to the Platform without having first obtained the express consent of the holder of parental authority or the guardian.

5. SERVICES, PLANS, AND ADDITIONAL SERVICES
Accessible Services depend on the chosen Subscription Plan. Subscription Plans may include specific limits, quotas, options, and functionalities. The Subscribing User is responsible for choosing a Subscription Plan adapted to their activity volume and for maintaining an adequate Subscription Plan according to their needs.

SmileyApp may offer additional Services, sometimes provided directly, sometimes by third parties. The terms, deadlines, and prices of additional Services may be distinct and will be communicated upon purchase. Acceptance of specific conditions applies before ordering any additional Service.

6. RELATIONSHIP WITH END CLIENTS
The Subscribing User remains the sole contracting party with their End Clients and assumes full responsibility for their commercial relations with them, including their policies, sales conditions, orders, delivery and return terms, as well as their commercial communications. SmileyApp assumes no responsibility for the conformity and/or validity of the Subscribing User's documents, policies, or practices.

The Subscribing User is solely responsible for the calculation, collection, declaration, and payment of any taxes, duties, or other levies applicable to their sales, as well as for producing the required reports to the competent authorities. Although SmileyApp may provide the Subscribing User with technical configuration tools, SmileyApp does not guarantee that the selected settings ensure compliance with the legal obligations applicable to the Subscribing User.

7. PAYMENT AND BILLING
Services are billed according to the chosen Subscription Plan and may include subscription fees, transaction fees, payment processing fees, and Additional Services fees. Subscription Plans automatically renew according to the scheduled periodicity, unless canceled before the renewal date.

In case of payment default, SmileyApp may suspend access to the Services, limit certain functionalities, or terminate access, and apply fees or interest authorized by Law.

8. CONTENT AND INTELLECTUAL PROPERTY

8.1. SmileyApp Content
The Subscribing User acknowledges that the Platform and the Services remain the exclusive property of SmileyApp. No ownership right, title, or interest is conferred upon the Subscribing User concerning the Platform or the Services. SmileyApp retains all rights, titles, and interests related to all its Intellectual Property, including, without limitation, inventions (patented or not), copyrights, know-how, software, source code and object code, algorithms, programming interfaces (APIs), processes and workflows, as well as all improvements, enhancements, derivations, or modifications of these elements.

Nothing in these Terms shall be construed as a license, transfer, or concession by SmileyApp to the Subscribing User of an interest in SmileyApp's Intellectual Property of any kind whatsoever, including, but not limited to, any patented or patentable subject matter, protected by copyrights (registered or unregistered), constituting a trade secret or SmileyApp's know-how, or any other legally protectable technology, information item, product, interest, or process capable of being protected as intellectual property anywhere in the world.

Notwithstanding the foregoing, the Subscribing User is hereby granted a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Platform solely (i) to the extent necessary to access the Services, (ii) for professional and/or commercial purposes, and (iii) in accordance with the law and this Agreement.

The Subscribing User grants SmileyApp and its partners a worldwide, perpetual, irrevocable, and royalty-free license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by End Clients or Subscribing Users, regarding the operation of SmileyApp, including, but not limited to, its Services and the implementation of the Services.

8.2. Subscribing User Content
The Subscribing User retains ownership of their content and guarantees to have all necessary rights to upload, sell, distribute, and make it accessible via the Platform, including copyrights and consents of the persons represented. When content depicts minors, the Subscribing User undertakes to obtain the express consent of the holder of parental authority or the guardian beforehand, in accordance with the Act respecting the protection of personal information in the private sector and other applicable Laws.

The Subscribing User also guarantees that their content does not violate any third-party rights or any applicable Laws, including Intellectual Property rights, image rights, and personal information protection rules.

The Subscribing User grants SmileyApp a non-exclusive, worldwide, royalty-free license, limited to the Agreement Term, to host, store, process, reproduce, convert, display, and transmit the content solely to provide the Services. Notwithstanding the foregoing, this license is extended for a period following the termination or expiration of the Agreement corresponding to eight (8) years or any longer duration required by applicable laws, to the extent necessary to allow SmileyApp to fulfill its legal, regulatory, and operational obligations, particularly regarding data retention.

9. THIRD-PARTY SERVICES
The Platform may allow access, integration, or use of Third-Party Content and Third-Party Products, including services, functionalities, content, software, or solutions provided by third parties.

In this regard, SmileyApp:

• has no control over Third-Party Content and Third-Party Products;
• does not guarantee their accuracy, availability, quality, reliability, or compliance;
• assumes no responsibility regarding them, particularly concerning their use, access, operation, or consequences.

The Subscribing User acknowledges that any recourse related to Third-Party Content or a Third-Party Product must be exercised directly with the third party concerned.

Without limiting the generality of the foregoing, SmileyApp may use third-party payment providers as part of the Services. The Subscribing User remains solely responsible for their relations with these providers, including the management of their account with these providers and compliance with their applicable conditions, and assumes all associated risks, particularly in the event of dispute, refund, chargeback, penalty, fine, or any decision made by these providers.

10. END CLIENT DATA

10.1. Role of SmileyApp
SmileyApp acts solely as a technology provider and assumes no responsibility for the processing of Customer Data.

10.2. Responsibility of the Subscriber User
The Subscriber User remains entirely responsible for:

• the collection, use, and retention of Customer Data;
• obtaining the required consents, including the express consent of parental authority holders or guardians for minors, in accordance with the Act respecting the protection of personal information in the private sector;
• compliance with all applicable Laws in Quebec and Canada, including the Act respecting the protection of personal information in the private sector and any other relevant regulations;
• the compliance of its policies, practices, and communications with End Clients.

11. GENERAL RESPONSIBILITY OF THE SUBSCRIBER USER
The Subscriber User is solely responsible for all activities carried out on the Platform and the use of the Services, including, without limitation:

• The content they create, upload, share, or disseminate, including Customer Data;
• The compliance of their activities with applicable Laws, including the protection of personal information and intellectual property rights;
• The accuracy, updating, and integrity of the information provided;
• The backup, retention, security, and confidentiality of their data and that of their End Clients;
• Obtaining all required consents and authorizations, including the consent of parental authority holders where required.

SmileyApp acts solely as a technology provider and assumes no responsibility for the retention, integrity, availability, or use of Customer Data and any other data of the Subscriber User. Any loss, alteration, or unauthorized disclosure is exclusively the responsibility of the Subscriber User.

The Subscriber User agrees, in particular, to:

1. Legal Compliance: Comply with all provisions of this Agreement and all applicable Laws;

2. Customer Data: Guarantee the accuracy, legality, and quality of Customer Data, as well as the manner in which it was collected, transmitted, or used;

3. Interoperability and Third-Party Products: Ensure the compatibility, security, and compliance with the conditions applicable to any Third-Party Product used with the Services or Third-Party Content;

4. Security Measures: Take all reasonable measures to prevent any unauthorized access or use of the Services, Third-Party Content, and Customer Data and immediately notify SmileyApp of any incident or violation observed;

5. Conforming Use: Use the Services and Third-Party Content exclusively in accordance with this Agreement, the terms of Third-Party Products, and applicable Laws;

6. Monitoring and Reporting: Monitor the use of their Account and Customer Data, and cooperate fully with SmileyApp in the event of an investigation or information request related to a violation or claim;

The Subscriber User acknowledges that SmileyApp may, at its sole discretion, suspend or terminate access to the Services or Third-Party Content in the event of a breach of any of the above obligations or any other breach of an obligation under the Agreement, a violation of the Law, or a risk to the security or integrity of the Platform.

12. LIABILITY AND LIMITATION OF WARRANTIES
The Services are provided "as is" and as available, and SmileyApp does not guarantee that they will meet all specific requirements of the Subscriber User, nor continuous availability, absence of errors, or the achievement of specific results.

To the fullest extent permitted by Law, SmileyApp cannot be held responsible for direct or indirect damages, including, but not limited to, loss of profits, loss of

revenue, loss of customers, damage to reputation, alteration or unauthorized access to data of the Subscriber User or End Clients, nor for the use or management of content by the Subscriber User, nor for the Subscriber User's non-compliance with applicable Laws, including, but not limited to, the Act respecting the protection of personal information in the private sector.

SmileyApp's total liability, for all causes combined, is limited to the amount paid by the Subscriber User for the twelve (12) month period preceding the event giving rise to the claim.

13. SUSPENSION, TERMINATION, AND REFUND
SmileyApp may, at its sole discretion and without notice, suspend or terminate the Subscriber User's access to the Services, in whole or in part, particularly in the event of payment default, breach of the Agreement, non-compliance with applicable Laws, risk to the security or integrity of the Platform, or at its sole discretion for any other reason.

The Subscriber User may terminate their Subscription Plan at any time, in accordance with the terms provided in the applicable Subscription Plan.

In the event of suspension or termination of the Services by SmileyApp in accordance with the Agreement or applicable Laws, no refund, in whole or in part, of fees already paid will be made.

Subject to the foregoing, and unless otherwise indicated in the Subscription Plan, fees paid are non-refundable. When the Subscriber User terminates their subscription, access to the Services remains active until the end of the period already paid.

Upon termination or expiration of the Agreement, the Subscriber User is responsible for exporting their data within a reasonable period. After this period, SmileyApp may delete the content and Customer Data, subject to any legal or regulatory retention obligations.

14. INDEMNIFICATION
The Subscriber User agrees to indemnify, defend, and hold harmless SmileyApp, its officers, directors, employees, and representatives against any claim, demand, suit, liability, damage, loss, cost, or expense arising from or related to:

• any content, including Customer Data, uploaded, published, transmitted, or otherwise exploited by the Subscriber User on or through the Platform;
• any breach by the Subscriber User of its obligations under the Agreement or applicable Laws;
• its relationships, transactions, or interactions with its End Clients;
• the use of the Services by the Subscriber User.
  

Without limiting the scope of the foregoing, the Subscriber User agrees to indemnify and defend SmileyApp against any third-party claim alleging that the Subscriber User's use of the Services, or any content they provide or make available, infringes an Intellectual Property right, including, but not limited to, a copyright, trademark, patent, or trade secret.

No settlement of a claim referred to in this article may be concluded without the prior written consent of SmileyApp, unless such settlement includes a full and unconditional release of SmileyApp from any liability.

Should SmileyApp receive notice or a claim regarding an alleged infringement of an Intellectual Property right, SmileyApp reserves the right, at its sole discretion and without incurring liability, to:

• (i) modify or remove any content or functionality to prevent such infringement;
• (ii) obtain the necessary rights allowing the continued use of the Services;
• (iii) suspend or terminate, in whole or in part, the Subscriber User's access to the Services.

15. INVESTIGATIONS AND COMPLIANCE

SmileyApp may:

• investigate any use of the Platform and Services;
• cooperate with authorities;
• disclose any information required by Law or by authorities.

16. NO LEGAL RELATIONSHIP

No provision of this Agreement creates a partnership, agency, employment, or company relationship.

17. GOVERNING LAW AND COMPETENT COURT
The Agreement is interpreted and executed in accordance with the Laws applicable in the province of Quebec. Any dispute will be submitted to the courts of the judicial district of Trois-Rivières, province of Quebec.

18. MODIFICATIONS
SmileyApp reserves the right to modify the Agreement at any time, with the updated version being published with a revision date. Continued use of the Services after publication constitutes acceptance of the modifications.

19. CONTACT

For any questions regarding the Agreement, your Account, or the use of the Platform, you can contact SmileyApp at the following coordinates:

Email: allo@smileyapp.ca