Ludik Évasion Operating License Terms

Version 1.0 - effective as of December 1, 2026.

Reference language notice: This English translation is provided for convenience only. In case of discrepancy, inconsistency, or interpretation difference, the French version shall prevail.

These operating license terms (the "License Terms") are issued by Ludik Evasion, a SAS, registered under RCS du Puy-en-Velay sous le numéro 933 100 042, with its registered office at 751 route de Recours, 43800 Beaulieu, France (the "Publisher").

They govern the grant, by the Publisher to an Operator, of the right to operate one or more Scenarios as Quests through the Ludik Évasion platform, available on the web at https://ludik-evasion-preview.lezo.app and through the mobile applications published under the Ludik Évasion brand (the "Platform"). The Publisher operates the Platform and grants the Licenses. The Questovery software solution on which the Platform is built is provided to the Publisher by LEZO, which is not a party to the Licenses and assumes no obligation under them.

1. Definitions

The capitalized terms below have the following meaning:

"Data Processing Agreement" means the data processing agreement published on the Platform, which governs the processing of personal data carried out by the Publisher on behalf of the Operator.

"Commission Schedule" means the Commission rate tiers and, where applicable, the minimum Commission amount per Registration, set out in the Offer and frozen in each Entitlement.

"Commission" means the proportional remuneration owed by the Operator to the Publisher on each Paid Registration to a Quest derived from a licensed Scenario, under the conditions of Article 6.

"Operator Terms" means the operator terms issued by the Publisher, which govern Operators' access to and use of the Platform.

"Entitlement" means each operating right acquired under a License, with its validity period, its quotas and its frozen commercial conditions.

"Operator" means the professional organization holding an Operator account on the Platform that acquires a License from the Publisher in order to operate Quests.

"Registration" means the admission of a team of Participants to a Quest. A "Paid Registration" is a Registration whose price is paid by the buyer through the Platform.

"License" means the operating license covering the Scenario or Scenarios included in an Offer, granted by the Publisher to an Operator. A single License may successively receive several Entitlements.

"Offer" means the Publisher's operating license offer, with its tariffs, whether published on the Platform, reserved for one Operator or set up as a custom order.

"Participant" means any person who is a member of a team registered for a Quest.

"Quest" means the treasure hunt or interactive trail put into operation by the Operator from a Scenario, with its own settings, in particular its dates, geolocation points, prices and results.

"Scenario" means the game content designed and owned by the Publisher, in particular its steps, texts, challenges, media and progression rules, from which each Quest is derived.

"Stripe" means the payment service provider Stripe and its Stripe Connect service.

"Frozen Terms" means the conditions of the Offer and of the selected tariff, presented to the Operator before purchase and recorded by the Platform at the time of the order, in particular the Scenarios covered, the price, the quantity, the validity period, the team and operating-day quotas, the Commission Schedule and, where applicable, the maximum price and the recommended price of Registrations. A later change to the Offer does not change the Frozen Terms of an Entitlement already ordered.

2. Purpose, scope and contractual documents

2.1 The purpose of these License Terms is to define the rights and obligations of the Publisher and the Operator under each License.

2.2 They apply by default to every License and every Entitlement acquired through the Platform, whether through the purchase of a public Offer, a reserved Offer or a custom order, or through a direct grant by the Publisher.

2.3 These License Terms are reserved for professionals. The Publisher and the Operator each declare that they act for professional purposes and have authority to bind the organization they represent.

2.4 Each License is governed by the following documents, in decreasing order of priority:

• any written agreement concluded between the Publisher and the Operator that expressly derogates from these License Terms for the License concerned
• the Data Processing Agreement, for all matters relating to the processing of personal data carried out by the Publisher on behalf of the Operator
• the Frozen Terms of each Entitlement
• these License Terms
• the Operator Terms, for matters not settled by the preceding documents

2.5 These License Terms prevail over the Operator's general terms of purchase, unless otherwise agreed in writing under the conditions of Article 2.4.

2.6 The Operator Terms govern the Operator's access to and use of the Platform. In the event of a conflict between them and these License Terms regarding a License, these License Terms prevail.

2.7 The version of the License Terms applicable to an Entitlement is the version in force on the date of its order or grant. The Publisher may amend these License Terms; a new version published on the Platform applies only to Entitlements ordered or granted after its effective date.

3. Formation of the contract and validation

3.1 For a public Offer, the Operator has access, before purchase, to the proposed Frozen Terms and to these License Terms. It accepts them by ticking the acceptance box provided for that purpose and then validating its order. The Platform records this acceptance together with the version of the License Terms accepted and its date. For a reserved Offer or a custom order, the Publisher sends the Operator an order document or a reserved payment link that presents the proposed Frozen Terms and refers to these License Terms. The Operator accepts this custom offer, its Frozen Terms and these License Terms before payment, by returning the accepted order document or by confirming its agreement to the Publisher in writing. Payment made through the reserved payment link confirms this acceptance.

3.2 The ordered License or Entitlement is acquired upon confirmation of payment by Stripe. A payment that is declined, abandoned or not completed within the validity period of the payment session gives rise to no License and no Entitlement.

3.3 Where the Publisher grants a License or an Entitlement directly to an Operator without payment through the Platform, in particular in performance of a custom order accepted by the Operator under the conditions of Article 3.1, these License Terms apply from that grant, supplemented by the conditions agreed between the parties and recorded on the Platform.

3.4 The acquisition of a new License creates one Quest per Scenario covered. The Operator configures each Quest, in particular its operating dates, the geolocation points required by the Scenario, the Registration price within the applicable maximum price and its payment account, and then submits the License for the Publisher's validation.

3.5 The Publisher reviews the configuration within a reasonable time and validates or refuses it. It may refuse only for a legitimate reason, in particular non-compliance with the Scenario, a risk to Participants' safety, unsuitable chosen locations or a breach of these License Terms. Any refusal states its reasons. The Operator may correct its configuration and submit it again.

3.6 Until the License is validated, the corresponding Quests are not accessible to Participants, no team can start and no Paid Registration can be sold. Unless the Frozen Terms provide otherwise, the validity period of an Entitlement runs regardless of the validation date.

3.7 Where the Publisher definitively refuses validation for a reason not attributable to the Operator, in particular the unavailability of the Scenario, the Operator may terminate the License concerned in writing and obtains a refund of the price paid for the Entitlements of that License.

4. Scope of the License

4.1 The Publisher grants the Operator, for the validity period of each Entitlement and within its quotas, a non-exclusive, personal, non-transferable and non-sublicensable right to operate the covered Scenarios as Quests on the Platform, at the locations and dates configured by the Operator and validated by the Publisher.

4.2 This right includes presenting the Quests to the public, selling Registrations, welcoming Participants and running games on the Platform.

4.3 The Platform enforces the limits of the Entitlements. A team can start only on a date covered by a valid Entitlement with a sufficient quota, and a Paid Registration can be sold only for a Quest covered by a valid Entitlement.

4.4 The Operator shall not, in particular:

• copy, extract, reproduce, translate, adapt or publish all or part of a Scenario outside the Platform
• resell, rent, lend, sublicense or make available to a third party all or part of a Scenario
• create a derivative or competing scenario from a Scenario
• operate a Scenario outside the Platform or organize participations in it whose price is not collected through the Platform, without the Publisher's written consent
• use the content of a Scenario to train or feed an artificial intelligence system
• modify the content of a Scenario, the Operator managing only the settings specific to its Quests

In accordance with Article 10 of Regulation (EU) 2019/1150 of 20 June 2019, the prohibition on operating a Scenario outside the Platform or organizing participations in it whose price is not collected through the Platform is based on the following main economic, commercial and legal considerations:

• the Commission, deducted when the Registration price is collected through the Platform, forms part of the consideration for the right to operate the Scenarios, and a sale outside the Platform would deprive the Publisher of that remuneration
• only the Platform makes it possible to enforce the quotas and validity periods of the Entitlements and to run the Quests from the Scenario content, which is read by reference and not handed over to the Operator
• operation through the Platform protects the Scenario, owned by the Publisher, against its reproduction and dissemination outside the scope of the License
• the Platform ensures the traceability of Registrations and games required to monitor the performance of the License and for the safety of Participants

This prohibition covers only the Publisher's Scenarios. It does not prevent the Operator from offering its other activities by other means or under other conditions.

4.5 The License is not exclusive. The Publisher may grant licenses for the same Scenarios to other operators and operate them itself, including in the same geographic area, unless otherwise agreed in writing.

4.6 The Operator may use its employees and service providers to welcome and supervise Participants. It is liable for their acts as for its own.

5. License price and payment

5.1 The price of each Entitlement is that of the tariff selected in the Offer, expressed in euros. For a tariff that includes a quota, the Operator may order a quantity between one (1) and twenty (20): the price, the team quota and the number of operating-day blocks are multiplied by the quantity, but the validity period is not. The amount displayed at purchase is the total amount due for the order, taxes included.

5.2 The price is payable in full at the time of the order, through the Stripe payment page. Payment is made directly to the Publisher's Stripe account, which collects the price. The fees charged by Stripe for this payment are borne by the Publisher.

5.3 The Publisher is responsible for invoicing the License price and for determining and remitting the applicable value added tax. The Operator provides it with accurate and up-to-date billing information.

5.4 Where a written agreement between the parties provides for deferred payment, any amount not paid when due automatically bears interest at the rate set out in Article L.441-10 of the French Commercial Code and gives rise to the fixed collection-cost indemnity of forty (40) euros.

5.5 The price of an Entitlement is non-refundable, except in the cases provided for in Articles 3.7, 8.2, 10.3, 11.3, 11.4 and 12.6.

6. Registration prices and Commission

6.1 The Operator is the seller of Registrations to its Quests. It freely sets their price, including all taxes and in euros. Where the applicable Frozen Terms set a maximum price, the Platform refuses a price above that price. Any recommended price indicated by the Publisher is purely indicative. The Publisher imposes no minimum resale price.

6.2 The Operator may open the sale of Paid Registrations only after declaring its seller identity on the Platform, under the conditions of the Operator Terms. Each Paid Registration is paid directly to the Operator's Stripe Connect account. The Operator bears the fees charged by Stripe for its sales and remains solely responsible for the invoicing, tax obligations and obligations toward Participants relating to its sales.

6.3 In consideration of the right to operate the Scenarios and of the intermediation service provided by the Platform, the Operator owes the Publisher a Commission on each Paid Registration to a Quest derived from a licensed Scenario whose payment has been captured. The Commission is equal to the applicable rate, expressed as a percentage, multiplied by the Registration price paid, including all taxes. Where the Commission Schedule sets a minimum Commission amount per Registration, the Commission may not be lower than that amount. In all cases, it may not exceed the Registration price.

6.4 The applicable rate and, where applicable, the minimum amount result from the Commission Schedule of the Entitlement covering the Quest at the time of capture. The tier is determined by the rank of the Registration, equal to the number of Paid Registrations already captured between the same Publisher and the same Operator, across all Scenarios and Licenses, plus one. This count is not reset by a renewal, a quota top-up or the acquisition of a new License, and it is not reduced by a refund.

6.5 The Commission is deducted by Stripe from the Registration payment at the time of its capture, as a fee deducted from the amount paid to the Operator. This fee corresponds to the Commission; no other fee is deducted by the Platform from the Registration price. Its amount may not exceed the Registration price. This deduction discharges the Operator's obligation to pay the Commission.

6.6 The Commission so deducted is paid directly to the Publisher's Stripe account, without the involvement of any third party other than Stripe.

6.7 In the event of a full or partial refund of the price of a Paid Registration, the corresponding Commission is reduced in the same proportion. This reduction is made by returning the corresponding part of the fee deducted at capture. Where the Operator refunds a Registration using the Platform's refund function, the refund covers the full price paid and the corresponding fee is returned at the same time. Where the Operator refunds a Registration directly from its Stripe account, the Publisher returns that fee at the Operator's request. A refund has no effect on the rank defined in Article 6.4.

6.8 For each captured Paid Registration, the Platform records the Entitlement applied, the rank, the rate, any minimum amount and the amount deducted. These records are binding between the parties unless proven otherwise. Each party may consult the details of the Commissions concerning it on the Platform or from its Stripe account.

6.9 Commission amounts include all taxes. The Publisher issues the corresponding invoices where required by regulations.

7. Duration, renewal and top-ups

7.1 The validity period of each Entitlement and its starting point are those set out in the Frozen Terms. The License remains in force as long as it includes a valid Entitlement and may successively receive new Entitlements.

7.2 No Entitlement is renewed automatically. As long as the Offer allows it, the Operator may:

• renew a License by purchasing, on that License, a tariff without a quota, which opens a new validity period following the latest period of the same kind
• top up a License by purchasing, on that License, a tariff with a quota, which adds an Entitlement covering that quota

7.3 A renewal or top-up requires that the License has been validated and that it covers the same Offer and the same Scenarios as the purchased tariff.

7.4 Several Entitlements may coexist on the same License. An Entitlement without a quota limit is used first, without consuming Entitlements with a limited quota. Quotas not consumed when an Entitlement expires are lost and are not refunded.

7.5 When all Entitlements of a License have expired, no new team can start and no Paid Registration can be sold. Teams whose game has already started may finish it. The Operator shall sell Registrations only for dates covered by a valid Entitlement; failing renewal, it refunds or postpones Registrations sold for dates that are not covered.

8. Publisher's undertakings and warranties

8.1 The Publisher represents and warrants:

• that it holds the intellectual property rights and authorizations required on the Scenarios and their elements, in particular texts, images, media, music and trademarks, to grant the License
• that the Scenarios contain no unlawful content and no element infringing third-party rights
• that it has designed the steps and challenges of the Scenarios so as not to require dangerous or unlawful behavior from Participants under normal operating conditions

8.2 The Publisher indemnifies the Operator against any third-party claim based on an infringement of its rights by a Scenario operated in accordance with the License. The Operator informs it of any such claim without delay. The Publisher bears the defense and any damages awarded and may, at its option, modify or replace the disputed element with an equivalent element. If neither solution is possible on reasonable terms, the Operator may terminate the License concerned and obtains a refund of the Entitlement price in proportion to the remaining validity period.

8.3 The Publisher may correct and update the Scenarios. Quests read their content by reference to the Scenario, so updates may apply to the Operator's Quests. The Publisher does not substantially reduce the essential characteristics of a Scenario during the validity of an Entitlement, except with the Operator's agreement or for legal or safety reasons. It informs the Operator of significant updates within a reasonable time before they go live, except in an emergency.

8.4 The Publisher answers the Operator's reasonable questions about the content of the Scenarios. It does not warrant any level of attendance, revenue or commercial result.

9. Operator's obligations

The Operator undertakes in particular to:

• operate the Quests in accordance with the License, the Scenarios and the Publisher's reasonable instructions
• choose locations and geolocation points that are accessible and suitable for Participants, assess the risks specific to those locations and obtain the authorizations required to use them
• inform Participants of safety instructions and access conditions, and provide appropriate supervision, in particular when minors take part
• take out and maintain civil liability insurance covering its activity
• comply, as seller, with the obligations applicable toward Participants, in particular pre-contractual information, terms of sale, information on the right of withdrawal, consumer mediation, invoicing and taxation
• process Participants' personal data in accordance with applicable regulations, under the conditions of Article 14
• declare on the Platform, before any sale of Paid Registrations, an accurate and complete seller identity, and keep it up to date
• maintain a Stripe Connect account able to accept payments in order to sell Paid Registrations
• not circumvent the Platform to avoid the Commission
• report to the Publisher any safety incident, third-party claim or manifestly unlawful content relating to a Scenario of which it becomes aware

10. Suspension and withdrawal of a Scenario

10.1 The Publisher may suspend the operation of a Scenario or a Quest without notice in the event of a serious risk to Participants' safety, manifestly unlawful content, a serious third-party claim, a decision by an authority or a serious breach by the Operator, in particular fraud or circumvention of the Commission. It informs the Operator in writing, with a statement of reasons, no later than when the suspension takes effect.

10.2 The Publisher may stop offering an Offer or a Scenario to new operators. This decision has no effect on current Entitlements.

10.3 Where a suspension not attributable to the Operator lasts more than thirty (30) days, or the Publisher permanently withdraws a Scenario during the validity of an Entitlement, the Operator may terminate the License concerned in writing and obtains a refund of the Entitlement price in proportion to the remaining validity period or, for a quota-based Entitlement, in proportion to the unused quota.

10.4 In the event of suspension or withdrawal, the Operator informs the Participants concerned and offers them a postponement or a refund in accordance with its terms of sale. The Commission on refunded Registrations is reduced in accordance with Article 6.7.

11. Termination

11.1 If a party breaches its obligations, the other party may give it written notice to remedy the breach. If the breach persists fifteen (15) days after the notice, the non-defaulting party may terminate the License concerned in writing, with immediate effect.

11.2 The Publisher may terminate the License with immediate effect, in writing, in the event of reproduction or use of a Scenario beyond the limits of the License, fraud, circumvention of the Commission or deliberate endangerment of Participants.

11.3 Termination ends the Entitlements of the License. No new team can start and no Paid Registration can be sold; teams whose game has already started may finish it, unless there is a safety risk. The Operator informs Participants registered for later dates and refunds them or offers them a postponement. Where termination results from a breach by the Publisher, the Operator obtains a refund of the Entitlement price in proportion to the remaining validity period, without prejudice to Article 12. Where it results from a breach by the Operator, no refund is due and Commissions already earned remain due.

11.4 The end of the relationship under the Operator Terms entails the termination of the Operator's Licenses. Where the Publisher ends that relationship without any breach by the Operator, the Operator obtains a refund of the Entitlement price in proportion to the remaining validity period. A restriction or suspension decided under the Operator Terms because of a breach by the Operator gives rise to no refund.

11.5 Articles 6, 12, 13, 14, 15 and 17 survive the end of the License for the time required for their performance.

12. Liability

12.1 Each party is liable for direct damage caused to the other party by its breaches of these License Terms. Neither party is liable for indirect damage, in particular loss of revenue, profit, customers or reputation.

12.2 Each party's total liability under these License Terms, across all Licenses, is limited to the total amount paid by the Operator to the Publisher, being Entitlement prices and Commissions net of refunds, during the twelve (12) months preceding the event giving rise to liability. For the Publisher, this cap is shared with the cap in Article 22.2 of the Operator Terms: its total liability under both documents, taken together, may not exceed this amount.

12.3 The limitation in Article 12.2 does not apply to bodily injury, fraud or gross negligence, to the warranty in Article 8.2, to use of a Scenario by the Operator beyond the limits of the License, or where the law prohibits such a limitation.

12.4 The Operator is solely liable toward Participants for the performance of Registrations and the running of Quests. It indemnifies the Publisher against any claim by a Participant or a third party arising from the operation, except where the damage results from a breach by the Publisher of its warranties under Article 8.1.

12.5 The Publisher's obligations relating to Platform availability are governed by the Operator Terms, and the payment service by Stripe's terms. Neither party is liable to the other for an unavailability of Stripe.

12.6 Neither party is liable for a failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code. The affected party informs the other without delay. If the impediment lasts more than thirty (30) days, either party may terminate the License in writing, without compensation; the Operator then obtains a refund of the Entitlement price in proportion to the remaining validity period.

13. Intellectual property

13.1 The Scenarios remain the property of the Publisher or its licensors. The License does not transfer to the Operator any ownership right in the Scenarios.

13.2 The Operator retains its rights in the elements it provides, in particular its trademarks, logos, media and operating names. It authorizes the Publisher to consult the settings of its Quests for the purposes of validating and monitoring the License.

13.3 The Publisher may consult the statistical indicators relating to Quests derived from its Scenarios that the Platform makes available to it, and use them to monitor and improve its Scenarios. It may freely use the Operator's suggestions relating to the Scenarios.

14. Personal data

14.1 Each party acts as controller for the processing it carries out for its own purposes and complies with applicable regulations, in particular Regulation (EU) 2016/679.

14.2 The Operator is the controller of Participants' personal data processed in connection with its Quests and sales. The Publisher, which provides the Platform, processes that data on behalf of the Operator, as processor, under the conditions of the Data Processing Agreement. The Operator informs Participants, determines the legal bases and obtains the necessary consents and authorizations.

14.3 As licensor, the Publisher uses for its own purposes only the data required to validate Licenses, calculate and check Commissions and monitor its Scenarios. Data it processes on behalf of the Operator is used only under the conditions of the Data Processing Agreement, and never to solicit Participants.

14.4 Each party processes the business contact details of the other party's representatives to manage the contractual relationship.

15. Confidentiality

Each party keeps confidential the non-public information disclosed by the other party in connection with the License, in particular commercial conditions agreed in writing, operating data and unpublished elements of the Scenarios, and uses it only for the purposes of the License. This obligation does not apply to information that is public, already known or independently developed, or to disclosures required by law or by an authority. It remains in force for three (3) years after the end of the License.

16. Miscellaneous

16.1 Independence. The parties are independent contractors. No provision creates an agency, partnership or relationship of subordination between them.

16.2 Assignment. The Operator may not assign a License without the Publisher's prior written consent. The Publisher may assign its rights in a Scenario provided that the assignee takes over the current Licenses.

16.3 Notices. Notices under these License Terms are given in writing, by email or by registered letter with acknowledgment of receipt. They are sent to the Publisher at [email protected] or to its registered office, 751 route de Recours, 43800 Beaulieu, France, and to the Operator at the contact details recorded on the Platform or to its registered office.

16.4 Evidence. Records kept in the systems of the Platform and of Stripe are proof of orders, acceptances, payments, validations, Frozen Terms, Commissions and refunds, unless proven otherwise.

16.5 Partial invalidity and waiver. The invalidity of a provision does not affect the others. Failure to enforce a provision does not constitute a waiver of the right to enforce it later.

17. Language, governing law and jurisdiction

17.1 These License Terms are drafted in French. A translation may be made available for information purposes. In the event of any conflict between versions, the French version prevails.

17.2 These License Terms and each License are governed by French law.

17.3 The parties endeavor to resolve any dispute amicably for thirty (30) days from its written notification. Failing that, and subject to mandatory rules, any dispute relating to the formation, interpretation, performance or termination of a License falls within the exclusive jurisdiction of the competent courts for the place of the Publisher's registered office, including in the event of multiple defendants or third-party claims.