Terms of Service

1. Agreement to Terms

By accessing or using the Caramel platform ("Platform" or "Service"), operated by React Motion Technologies SAS ("Caramel," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access the Service.

These Terms constitute a legally binding agreement between you and React Motion Technologies SAS, a French company registered under SIRET 94861223900012.

2. Definitions

For the purposes of these Terms:

• "Platform": The Caramel gift card service, including all websites, applications, APIs, and services
• "Business": Organizations using our Platform to issue and manage gift cards
• "User" or "you": Any individual or entity accessing the Service
• "Gift Card": Digital or physical value cards created through our Platform
• "Digital Pass": Apple Wallet, Google Wallet, or other digital wallet formats
• "Platform Fee": Transaction fees as specified in your commercial agreement
• "Content": Any text, images, data, or other materials uploaded to the Platform
• "Personal Data": Information defined in GDPR Article 4(1)

3. Service Description

3.1 What We Provide

Caramel provides a comprehensive B2B2C gift card platform enabling businesses to:

• Create and manage digital gift cards
• Process payments securely via EU-based infrastructure
• Deliver cards via email, SMS, and digital wallets
• Track redemptions and analytics
• Automate marketing campaigns

3.2 Service Availability

3.3 Service Limitations

The Service is NOT available in:

• Japan, Malaysia, Singapore (regulatory restrictions)
• Sanctioned countries under EU regulations
• Jurisdictions where prohibited by law

4. Account Registration

4.1 Eligibility Requirements

To create an account, you must:

• Be at least 18 years old (or age of majority in your jurisdiction)
• Provide accurate, complete, and current information
• Have the legal capacity to enter into contracts
• Not be prohibited from using the Service under applicable laws
• For businesses: Provide valid business registration and VAT/tax information

4.2 Account Types and Permissions

4.3 Account Security

5. Business Accounts and Responsibilities

5.1 Business Onboarding Requirements

Businesses must provide:

• Legal Information: Company registration, VAT/tax numbers
• Verification: KYC/AML checks via Stripe Connect
• Banking: EU IBAN or supported payment methods
• Compliance: Industry licenses if applicable
• Representative: Authorized signatory details

5.2 Business Obligations

As a Business using our Platform, you agree to:

5.3 Platform Fees and Billing

6. Gift Card Terms and Conditions

6.1 Issuance Rules

• Minimum Value: €5 or local equivalent
• Maximum Value: €500 per card (customizable)
• Expiration: Minimum 1 year (EU requirement)
• Currency: EUR and supported local currencies
• Delivery Methods: Email, SMS, digital wallets, API

6.2 Redemption Process

• PIN-based security verification
• Partial redemption supported
• Balance inquiry available
• Time-based restrictions configurable
• Cross-border redemption where permitted

6.3 Refunds and Cancellations

7. Payment Processing

7.1 Payment Services Provider

7.2 Stripe Connect Requirements

Business accounts must:

• Complete Stripe Connect onboarding
• Provide required KYC documentation
• Maintain accurate information
• Comply with Stripe's Terms of Service
• Accept direct payouts minus fees

7.3 Transaction Security

• All payments tokenized (no raw card storage)
• End-to-end encryption
• Fraud detection and prevention
• SCA compliance for EU transactions
• Regular security audits

8. Acceptable Use Policy

8.1 Prohibited Activities

You may NOT use the Platform to:

8.2 Content Standards

All content must be:

• Legal and non-infringing
• Appropriate for all audiences
• Accurate and not misleading
• Respectful and professional
• Compliant with advertising standards

8.3 Enforcement

Violations may result in:

• Warning or content removal
• Account suspension or termination
• Legal action and damages
• Reporting to authorities
• Forfeiture of funds (if illegal activity)

9. Intellectual Property Rights

9.1 Our Intellectual Property

We retain all rights to:

• Platform software and source code
• Caramel trademarks and branding
• APIs and technical documentation
• Proprietary algorithms and processes
• Platform-generated analytics and insights

9.2 Your Content License

You grant us a worldwide, non-exclusive, royalty-free license to:

• Host and display your content
• Process transactions using your content
• Create backups and archives
• Modify for technical requirements
• Use for service improvement (anonymized)

This license continues only as necessary for:

• Providing the Service
• Legal compliance
• Protecting rights and safety

9.3 Feedback and Suggestions

Any feedback you provide becomes our property. We may use it without compensation, attribution requirements, or confidentiality obligations.

10. Privacy and Data Protection

10.1 Data Processing

Our data practices are governed by:

• Privacy Policy: Detailed privacy practices
• Cookie Policy: Cookie usage and control
• DPA: Business data processing terms
• GDPR and applicable privacy laws

10.2 Roles and Responsibilities

10.3 Security Commitments

We implement:

• ISO 27001 aligned security program
• Encryption at rest and in transit
• Regular security assessments
• Incident response procedures
• Employee security training

11. Third-Party Services

11.1 Integrated Services

Our Platform integrates with:

11.2 Third-Party Terms

You acknowledge:

• Third-party services have their own terms
• We're not liable for third-party services
• You may have direct relationships with providers
• Third-party changes may affect Service availability

12. Disclaimers and Warranties

12.1 Service Provision

12.2 Statutory Rights

Nothing in these Terms excludes or limits:

• Liability for death or personal injury from negligence
• Liability for fraud or fraudulent misrepresentation
• Other liability that cannot be excluded by law

13. Limitation of Liability

13.1 For Business Users

13.2 Exceptions

Limitations don't apply to:

• Gross negligence or willful misconduct
• Breach of data protection obligations
• Indemnification obligations
• Payment obligations

14. Indemnification

14.1 Your Indemnification

You agree to defend, indemnify, and hold harmless Caramel from:

• Your breach of these Terms
• Your violation of laws
• Your content and use of Service
• Third-party claims from your customers
• Your negligence or misconduct

14.2 Our Indemnification

We'll indemnify Business users for:

• Our breach of data protection laws (as Processor)
• Infringement of IP rights by Platform
• Our gross negligence or willful misconduct

14.3 Indemnification Process

• Prompt notice of claims
• Cooperation in defense
• No admission without consent
• Right to participate with counsel

15. Term and Termination

15.1 Term

These Terms begin when you:

• Accept them (click "I Agree")
• Create an account
• Use the Service

They continue until terminated.

15.2 Termination by You

15.3 Termination by Us

We may terminate for:

• Material breach (immediate)
• Non-payment (30 days notice)
• Illegal activity (immediate)
• Insolvency (immediate)
• Convenience (90 days notice)

15.4 Effect of Termination

Upon termination:

• Account access ends
• Data retained per legal requirements
• Outstanding payments due
• Gift cards remain valid
• Survival of certain provisions

16. Dispute Resolution

16.1 Informal Resolution

Before formal proceedings:

1. Submit request via Support Portal
2. Good faith negotiation (30 days)
3. Escalation to management
4. Mediation if agreed

16.2 Business Dispute Resolution

16.3 Formal Proceedings

17. Business Customer Rights

17.1 Business Account Requirements

17.2 B2B Contractual Rights

As a business customer, you have:

• Right to negotiate custom terms
• Access to commercial dispute resolution
• Ability to request service modifications
• Priority technical support options

17.3 Business Data Protection

Your business data is protected by:

• GDPR compliance for EU businesses
• Data Processing Agreement (DPA) available
• Business-grade security measures
• Regular security audits and compliance certifications

18. Specific Jurisdictions

19. Platform-Specific Terms

19.1 API Usage

If granted API access:

• Rate limits apply (1000 requests/hour)
• API key security required
• No scraping or abuse
• Separate API Terms apply
• Revocable at our discretion

19.2 White Label Services

Available for Enterprise accounts:

• Custom branding options
• Separate agreement required
• Additional fees apply
• SLA commitments

19.3 Beta Features

• Provided "as is" without warranties
• May be discontinued anytime
• Feedback becomes our property
• No reliance for production

20. General Provisions

20.1 Entire Agreement

These Terms, plus referenced policies, constitute the entire agreement.

20.2 Amendments

20.3 Severability

If any provision is invalid:

• Remainder continues in effect
• Invalid provision modified minimally
• Intent preserved where possible

20.4 Assignment

• We may assign to affiliates or successors
• You may not assign without consent
• Business rights remain unaffected

20.5 Waiver

No waiver unless:

• In writing
• Signed by waiving party
• Specific to the instance

20.6 Force Majeure

No liability for delays due to:

• Natural disasters
• War or terrorism
• Pandemic restrictions
• Government actions
• Other events beyond control

20.7 Notices

20.8 Language

• English version prevails
• Translations for convenience
• French version available

21. Contact Information