Terms of Sale

3.1 — Free Plan

The Free Plan provides access to the basic features of the Service. Its functional scope is defined by the Publisher and may change at any time, without giving rise to any right to compensation.

3.2 — Paid Plans

The Publisher offers one or more tiers of Paid Plans, the details, functional scope and prices of which are set out on the pricing page of the Website.

Each Paid Plan is offered on a monthly or annual Subscription basis, at the Customer's choice upon subscription.

3.3 — Credits

Credits are sold as packs, with the composition (number of Credits) and price displayed on the Website at the time of purchase.

Credits are consumed according to a schedule published on the Website, which varies depending on the features or content accessed. This schedule may evolve, with reasonable prior notice provided to the Customer for any unfavourable change.

Purchased Credits are valid for twelve (12) months from the purchase date, unless otherwise stated at the time of sale. Unconsumed Credits at the end of this period are permanently lost.

Credits are strictly personal, non-transferable and non-refundable once credited to the Customer's account, subject to the provisions of Article 8 (Right of Withdrawal).

3.4 — Prices

Current prices are expressed in euros (EUR), inclusive of all taxes (VAT-inclusive), and displayed on the pricing page. For indicative purposes and to facilitate conversion, other currencies may be displayed on the Website; however, the euro is the contractual reference currency.

The applicable price is the one displayed on the date of subscription or Credit purchase.

The applicable VAT rate is determined in accordance with the territoriality rules described in Article 6.

The Publisher reserves the right to modify prices at any time, provided that:

• for ongoing Subscriptions, any increase shall be notified to the Customer by email at least thirty (30) days before its Effective Date, and will only apply from the next renewal;
• in the event of an increase, the Customer has a free right of termination effective at the end of the current Billing Period, to be exercised under Article 9;
• Customers benefiting from the Early Bird guarantee are subject to the specific provisions of Article 4.

4.1 — Early Bird period

The Early Bird promotional period is now closed. Article 4 remains applicable to Customers who subscribed during that period and have maintained their Subscription active and uninterrupted since. New subscriptions are governed by the standard tariff.

The Publisher offered a promotional "Early Bird" offer applicable to any subscription to a Paid Plan entered into during a period of fourteen (14) calendar days from the official launch date of the Paid Plans, as announced on the Website.

4.2 — Price guarantee

A Customer who subscribes during the Early Bird period benefits from a preferential price guarantee for the duration of their Subscription, under the following cumulative conditions:

• the Early Bird price applicable on the Subscription's Effective Date is maintained at each automatic renewal, as long as the Subscription remains active and uninterrupted;
• this guarantee applies to the plan initially subscribed to; any voluntary change of plan (upgrade or downgrade) triggers the application of the price in force for the new plan as of the change date;
• the guarantee is personal to the account holder and non-transferable.

4.3 — Loss of the Early Bird benefit

The Customer permanently loses the benefit of the Early Bird price in the following cases:

• termination of the Subscription by the Customer or by the Publisher;
• non-payment of the Subscription not remedied within fifteen (15) days after formal notice;
• suspension or closure of the account for breach of the Terms of Use or these Terms of Sale;
• change of plan, in accordance with Article 4.2;
• any interruption of the Subscription lasting more than thirty (30) calendar days, for any reason (including an unresolved payment incident within that period).

Upon a new subscription after loss of the benefit, the Customer will be charged the public price in force on the new subscription date, unless a new promotional period is then in progress.

4.4 — Service evolution

The Early Bird guarantee relates to the price level, not the functional scope. The Publisher reserves the right to evolve the features included in each plan, respecting the general economy of the contract. Any substantial change unfavourable to the Customer will be notified in advance and will entitle the Early Bird Customer to free termination under Article 9.

5.1 — Prerequisites

Subscription to a Paid Plan or the purchase of Credits requires:

• prior creation of a user account on the Website;
• being at least eighteen (18) years old or the age of majority in the Customer's country of residence;
• having the legal capacity to contract;
• acceptance of these Terms of Sale and of the Terms of Use.

5.2 — Order process

The order is placed online through the following steps:

• selection of the plan or Credit pack;
• verification of the order summary (plan, price, frequency, applicable VAT);
• acceptance of the Terms of Sale;
• entry of payment details via the payment service provider's secure platform;
• final validation of the order ("double click").

The order is deemed firm and final upon payment confirmation. A confirmation email, serving as acknowledgement of receipt, is sent to the Customer at the email address provided at account creation.

5.3 — Archiving

In accordance with Article L213-1 of the French Consumer Code, the Terms of Sale and order confirmations are archived by the Publisher for the legal duration. The Customer may access them from their account on the Website or by request to grindlab.gg@gmail.com.

6.1 — Consumer Customers residing in France

For Consumer Customers residing in metropolitan France or an overseas department where VAT applies, the price is invoiced inclusive of tax at the French VAT rate in force (i.e. 20% as of the date hereof).

6.2 — Consumer Customers residing in the EU (outside France)

In accordance with Articles 58 et seq. of Directive 2006/112/EC and Article 259 D of the French General Tax Code, electronic services supplied to a Consumer Customer residing in another EU Member State are deemed to be located in the Customer's country of residence.

Accordingly, the price is invoiced inclusive of VAT at the rate in force in the Customer's country of residence. The Customer expressly agrees that the applicable VAT rate may therefore differ depending on their country of residence.

VAT collected is declared and remitted by the Publisher via the European one-stop shop ("OSS-EU" — One-Stop Shop), in accordance with Articles 298 sexdecies F et seq. of the French General Tax Code.

6.3 — Professional Customers liable for VAT in the EU (outside France)

For Professional Customers established in another EU Member State and holding a valid intra-EU VAT number, the service is invoiced exclusive of tax (ex-VAT) under the reverse-charge mechanism of Article 196 of Directive 2006/112/EC. The following wording will appear on the invoice: "Reverse charge — Article 196 of Directive 2006/112/EC".

The Professional Customer provides their intra-EU VAT number at the time of order and warrants its accuracy and validity. The Publisher reserves the right to verify this number via the European Commission's VIES service.

6.4 — Customers established outside the EU

For Customers (Consumer or Professional) established outside the EU, the service is deemed to be located outside the EU and is not subject to French VAT (Articles 259 B and 259 D of the French General Tax Code). The price is invoiced ex-VAT.

It is the Customer's responsibility to meet any tax obligations applicable in their country of residence (including local taxes, GST, foreign VAT, sales tax, etc.), which remain their sole responsibility.

6.5 — Determination of place of residence

The Customer's place of residence or establishment is determined on the basis of information provided at account creation and at the time of order (billing address, IP address, bank details, telephone country code), in accordance with Articles 24 ter et seq. of Implementing Regulation (EU) No 282/2011. The Customer undertakes to provide accurate information and to update it in the event of change.

Any inaccurate declaration whose purpose or effect is to unduly benefit from a more favourable VAT regime will result in price regularisation payable by the Customer, without prejudice to any other legal sanctions.

7.1 — Payment methods

Payments are made online via the approved payment service provider Stripe Payments Europe, Ltd., or any other provider designated by the Publisher. The Publisher does not have access to the Customer's bank details, which are collected and processed exclusively by the payment service provider in a secure environment (SSL/TLS protocol and PCI-DSS compliance).

Accepted payment methods are indicated on the Website during the order process.

7.2 — Invoicing

An electronic invoice is issued for each payment and made available to the Customer in their account on the Website. The Customer expressly consents to electronic invoicing under Article 289 VII of the French General Tax Code.

The invoice includes all mandatory particulars, including the ex-VAT price, the applicable VAT rate and amount (or, where applicable, the exemption or reverse-charge statement), and the VAT-inclusive price.

7.3 — Automatic renewal

Subscriptions are automatically renewed by tacit reconduction at the end of each Billing Period, by direct debit on the registered payment method, until termination under Article 9.

In accordance with Article L215-1 of the French Consumer Code, the Consumer Customer is informed in writing, no earlier than three (3) months and no later than one (1) month before the end of the period allowing rejection of the reconduction, of the possibility not to renew the tacitly renewed contract. For monthly Subscriptions, this notice is attached to each payment confirmation.

7.4 — Payment failure

In the event of a failed direct debit at due date, the Publisher may:

• attempt one or more new debit attempts;
• suspend access to the Service until regularisation;
• failing regularisation within fifteen (15) days of formal notice by email, terminate the Subscription as of right and without indemnity.

For Professional Customers, pursuant to Articles L441-10 and D441-5 of the French Commercial Code, any late payment gives rise as of right to late-payment penalties calculated at the ECB refinancing rate plus ten (10) percentage points, plus a fixed recovery fee of €40.

8.1 — Principle

In accordance with Articles L221-18 et seq. of the French Consumer Code, the Consumer Customer has a period of fourteen (14) calendar days from the conclusion of the contract to exercise their right of withdrawal, without having to justify a reason or pay a penalty.

8.2 — Express waiver for digital content

The GrindLab Service constitutes digital content not supplied on a tangible medium within the meaning of Article L221-28, 13° of the French Consumer Code.

Upon subscription, the Consumer Customer is expressly invited to:

• give their prior express consent for performance of the contract to begin before the end of the withdrawal period;
• expressly waive their right of withdrawal for services already performed.

By ticking the corresponding box at order, the Consumer Customer acknowledges that performance of the contract has begun with their express consent and waives their right of withdrawal for services already provided.

8.3 — Case of Credits

Credits purchased and not yet consumed may be subject to withdrawal within the fourteen (14) day period, giving rise to a full refund.

On the other hand, Credits already consumed (used to access a feature or content) cannot be refunded, as the corresponding digital content was supplied with the Customer's prior express consent.

8.4 — How to exercise

To exercise the right of withdrawal, the Consumer Customer must notify their decision to the Publisher by an unambiguous statement, sent:

• by email to: grindlab.gg@gmail.com;
• or by post to: PAUTHOM, 26 Rue Lalande, 69006 Lyon, France.

The Customer may use the model withdrawal form in Annex 1 hereto, though its use is not mandatory.

8.5 — Effects

In the event of a valid withdrawal, the Publisher refunds the Customer for all payments received in respect of services not performed, no later than fourteen (14) days after notification of withdrawal, using the same payment method as the initial transaction, unless the Customer expressly agrees otherwise.

9.1 — Termination by the Customer

The Customer may terminate their Subscription at any time, without reason and without penalty, by:

• a direct action from their account on the Website, via the online termination feature provided by Article L215-1-1 of the French Consumer Code;
• an email to grindlab.gg@gmail.com;
• postal mail to the Publisher's registered office.

Termination takes effect at the end of the current Billing Period. No pro rata refund is made, unless otherwise required by law.

9.2 — Termination by the Publisher

The Publisher may terminate the Subscription as of right, without indemnity and after formal notice remaining without effect for fifteen (15) days, in the event of:

• serious breach by the Customer of the Terms of Use or these Terms of Sale;
• persistent payment default;
• fraudulent or abusive use of the Service;
• provision of inaccurate or untruthful information at account creation or when determining the applicable VAT regime;
• conduct harming the security, integrity or reputation of the Service.

In case of particularly serious breach (notably security breach, reverse-engineering attempt, unlawful activity), termination may occur as of right and without notice.

9.3 — Effects of termination

Termination ends the Customer's access to Paid Plans as of the effective date, without refund of sums already paid, save as provided herein or by law.

The Customer retains access to their account under the Free Plan, subject to compliance with the Terms of Use. Their personal data are processed in accordance with the Publisher's Privacy Policy.

12.1 — Nature of the Publisher's obligations

The Publisher is bound by a best efforts obligation with respect to the Service. It undertakes to use all reasonable means to ensure the availability and proper operation of the Service, without guaranteeing uninterrupted or error-free operation.

12.2 — Nature of the Service

GrindLab is an analysis and decision-support tool for poker. The Service does not constitute gambling advice, a result prediction, or a guarantee of winnings. The Publisher shall not be liable for financial losses incurred by the Customer in connection with their poker practice.

12.3 — Limitation of liability

To the extent permitted by law, the Publisher's liability is limited to direct and foreseeable damages suffered by the Customer and directly resulting from a breach by the Publisher of its contractual obligations.

The Publisher shall not be liable for:

• indirect damages (loss of chance, of data, of business, of revenue, commercial or reputational harm);
• interruptions or malfunctions resulting from force majeure, third-party acts, or the Customer's fault;
• the Customer's use of analyses, statistics or recommendations from the Service.

In any event, and to the extent permitted by law, the Publisher's total aggregate liability under a Subscription shall not exceed the amounts actually paid by the Customer for the relevant Subscription during the twelve (12) months preceding the event giving rise to the damage.

These limitations do not apply in case of gross or wilful misconduct by the Publisher, nor for personal injury, nor in any other case where such limitation would be prohibited by a mandatory legal provision applicable to the Consumer Customer.

12.4 — Legal guarantee of conformity

The Consumer Customer benefits from the legal guarantee of conformity provided by Articles L224-25-12 et seq. of the French Consumer Code, specifically applicable to digital content and digital services. Information on this guarantee is available on the Website.

15.1 — Complaints

For any complaint, the Customer is invited to first contact the Publisher by email at grindlab.gg@gmail.com or by post to PAUTHOM, 26 Rue Lalande, 69006 Lyon, France, specifying the circumstances of the dispute and the purpose of the complaint.

The Publisher undertakes to respond within a maximum period of two (2) months from receipt of the written complaint.

15.2 — Consumer mediation

Pursuant to Articles L611-1 et seq. and R616-1 of the French Consumer Code, Consumer Customers may, in case of an unresolved dispute with the Publisher within two (2) months of their written complaint, resort free of charge to a consumer mediator.

The Publisher has designated the following competent consumer mediator:

Referral to the mediator is free for the Customer. It must occur within one (1) year of the written complaint addressed to the Publisher.

15.3 — European online dispute resolution platform

In accordance with Article 14 of Regulation (EU) No 524/2013, the European Commission provides an online dispute resolution platform, accessible at: https://ec.europa.eu/consumers/odr.

This platform allows EU consumers to submit, online and in all official EU languages, a request for out-of-court settlement of a dispute with a trader established in the EU.

17.1 — Entire agreement

These Terms of Sale, together with the Terms of Use and the Privacy Policy, constitute the entire agreement between the parties regarding the paid portion of the Service.

17.2 — Partial invalidity

If one or more provisions of these Terms of Sale are declared null or inapplicable by a final court decision, the remaining provisions shall retain full force and effect. The parties shall then undertake to negotiate in good faith a replacement clause whose effect is as close as possible to the annulled provision.

17.3 — No waiver

The fact that either party does not invoke a breach by the other party of any obligation under these Terms of Sale shall not be construed as a waiver of the right to do so in the future.

17.4 — Assignment

The Publisher may freely assign or transfer these Terms of Sale to any third party in connection with a restructuring, merger, partial contribution of assets or business transfer, provided the Customer's rights are not affected.

17.5 — Evidence convention

The Customer acknowledges the probative value of the Publisher's automatic recording systems and, save evidence to the contrary, waives the right to challenge them in case of dispute. Emails, electronic traces and log files kept by the Publisher are binding between the parties.

17.6 — Language

These Terms of Sale are drafted in French. In case of translation into another language, only the French version is binding between the parties.