GENERAL PARTNERSHIP TERMS
My Lovely Planet, published by IMAGINE. Version 1.1, effective from 26 October 2026. This English version is a translation provided for convenience; in the event of any discrepancy, the French version prevails.
IMAGINE, a French mission-driven simplified joint-stock company (société par actions simplifiée à mission), registered with the Laval Trade and Companies Register under number 893 691 758, whose registered office is at Maison de la Technopole, 6 rue Léonard de Vinci, 53000 Laval, France, represented by its legal representative in his capacity as President, duly authorised for the purposes hereof, hereinafter "Imagine", of the one part,
and the public-interest organisation (association, foundation, endowment fund, etc.) identified in the information provided when it registered on the dashboard made available by Imagine (the "Partner Profile": name, legal status, registered office, registration number, representative and capacity), represented by the person who accepted these general terms on its behalf and who declares that they are duly authorised to do so, hereinafter "the Partner", of the other part,
the Partner and Imagine being hereinafter referred to individually as a "Party" and together as the "Parties".
RECITALS
1. Imagine is a mission-driven company whose purpose is to accelerate the resolution of the social and environmental challenges of our century through large-scale innovative solutions. Its mission includes funding and raising awareness of projects that take concrete action to address these challenges. In this context, Imagine publishes and operates the mobile video game My Lovely Planet (hereinafter the "Game"), designed to mobilise its community of players around public-interest causes.
2. The Partner is a public-interest organisation whose purpose, missions and supported public-interest programmes are described in the Partner Profile.
3. The Parties wish to enter into a sponsorship partnership under which Imagine financially supports the Partner's work while receiving, in return, a communication and image-enhancement service that directly serves the interests of its business (positioning the Game as an impact product, brand awareness, audience acquisition).
4. Nature of the sums paid. The payment provided for in these general terms is Imagine's own commitment, calculated on its revenue from the monetisation of the Game; it does not constitute fundraising on behalf of the Partner.
Now, therefore, the Parties agree as follows:
ARTICLE 1. PURPOSE
These general partnership terms (hereinafter the "Terms") set out the terms and conditions of the sponsorship partnership between the Parties, under which Imagine pays the Partner a financial contribution in return for a communication and image-enhancement service for the benefit of the Game and of Imagine.
They describe, on a non-exhaustive basis, the main rights and obligations of the Parties, it being understood that these may change under the conditions of Article 10.4, the aim being for the partnership to develop in the interest of each of the Parties.
ARTICLE 2. IMAGINE'S COMMITMENTS
2.1 Financial contribution. Imagine undertakes to pay the Partner a contribution equal to fifty percent (50%) of the Game's Net Revenue attributable to the Partner under the mechanism defined in Article 2.4 (the "Contribution").
2.2 Unrestricted use. The Contribution is paid without being earmarked for any imposed project: the Partner retains full control over it and alone decides how to use it within the scope of its public-interest missions.
2.3 Definition of Net Revenue. "Net Revenue" means Gross Revenue less Deductible Direct Costs. Gross Revenue means all revenue received by Imagine and generated by users of the Game during the period, whatever the means of monetisation, including (i) in-app purchases and subscriptions, (ii) advertising revenue (including rewarded formats), and (iii) any other means of monetisation. Deductible Direct Costs means direct costs attributable to the Game, duly evidenced, comprising: (a) distribution platform fees (Apple App Store, Google Play); (b) payment processing fees; (c) hosting and infrastructure costs (servers, cloud); (d) development and technical maintenance costs attributable to the Game; (e) user acquisition / marketing costs (UA), provided that acquisition costs for players attributed to the Partner, acquired through the Partner's communication and partner link, are deemed to be zero; and (f) taxes and levies applicable to the revenue concerned. The Contribution is 50% of the Net Revenue attributable to the Partner.
2.4 Attribution mechanism. The share of Net Revenue attributable to the Partner is determined by the allocation mechanism implemented in the Game (for example, attribution by players through symbolic trees or choice of cause). Imagine is free to define, change and communicate this mechanism.
2.5 Partner visibility in the Game. Imagine may showcase the Partner within the Game, in particular through (i) a dedicated page shown to players who have chosen to support the Partner and (ii) a directory / search engine of organisations available in the Game. To this end, Imagine is authorised to use the Partner's name, logo, visuals and content under the conditions of Article 7.
2.6 Dashboard and transparency. Imagine provides the Partner with an online dashboard to monitor the partnership, including: the revenue attributed, the number of users / players who have chosen to support it, the amounts paid and the payment history.
2.7 Payment terms. The Contribution is calculated and paid monthly once a cumulative threshold of one hundred US dollars (USD 100) is reached, with a payment delay of 3 months after the reference month (for example, Net Revenue for June is paid at the end of September). Amounts below the threshold are carried forward to subsequent periods. Payment is made by bank transfer to the bank account provided by the Partner, in France or abroad, on the basis of the invoice issued under Article 4.
2.8 Promotion of the Partner. Imagine may create content showcasing the Partner and its work, and publish it on its own social networks and communication channels. This content is designed and paid for by Imagine and is subject to the Partner's prior approval before any publication. The selection of the partners to be showcased is at the discretion of Imagine's teams.
ARTICLE 3. THE PARTNER'S COMMITMENTS (CONSIDERATION)
In return for the Contribution, the Partner undertakes to provide Imagine with an effective communication and image-enhancement service, in particular to: grant Imagine, for the term of the Terms, the non-exclusive right to use its name, trade name, logo, visuals and a mention of the partnership (i) within the Game, in particular through a dedicated page and the directory of organisations, and (ii) in Imagine's communication, marketing and press materials, on any medium and in any territory, subject to the Partner's prior approval; promote the Game and the partnership to its community (members, donors, supporters), for example through a newsletter including a download link, a feature on its website, social media posts, etc.; authorise Imagine to communicate about the funded field work and to share content (visuals, testimonials, impact indicators) for Imagine's communication purposes, with the Partner's prior consent. The Parties may exchange communication materials relating to the partnership (links, visuals, reach statistics) in order to promote it together.
ARTICLE 4. INVOICING AND ACCOUNTING RECORDS
4.1 Invoicing. The Contribution pays for the Partner's communication service. Each payment gives rise to an invoice issued by the Partner to Imagine.
4.2 Self-billing mandate. To simplify the management of the partnership, the Partner authorises Imagine, which accepts, to issue in the Partner's name and on its behalf the invoices relating to the Contribution, in accordance with Article 289, I-2 of the French General Tax Code. This mandate is granted for the term of the Terms and ends with them. In this context: (a) Imagine issues each invoice in the name and on behalf of the Partner, including the mandatory particulars, the mention "Self-billing" and the identification details provided by the Partner in the Partner Profile; Imagine numbers these invoices in a chronological and continuous sequence specific to the Partner; (b) each invoice is made available to the Partner on the dashboard and notified to it by email; the Partner has fifteen (15) days from this notification to dispute it; failing any dispute within this period, the invoice is deemed accepted; (c) the Partner remains responsible for its tax and accounting obligations in respect of the invoices so issued (accounting entries and, where applicable, declaration of the sums received), as if it had issued them itself; Imagine keeps a copy of each invoice and makes it available to the Partner; (d) the Partner informs Imagine without delay of any change in its situation that may affect the particulars of the invoices (name, address, identification number).
4.3 Taxes. The Contribution is stated exclusive of all taxes: Imagine does not invoice or collect value added tax under these Terms. Each Party remains solely responsible for its own tax obligations, including, where applicable, any VAT or equivalent tax for which it may be liable.
4.4 Electronic invoicing. The Parties undertake to comply with the regulations on electronic invoicing and e-reporting as they come into force, and to adapt, where necessary, the procedures for issuing and transmitting invoices (including self-billing).
ARTICLE 5. TERM
5.1 These Terms are entered into for a period of 12 months from the date of their acceptance by the Partner.
5.2 They are automatically renewed for successive periods of the same length, unless terminated by either Party by notice sent to the other by registered letter with acknowledgement of receipt (or electronically with acknowledgement of receipt) at least 2 months before the end of the current period, without prejudice to the right of termination provided for in Article 10.1.
ARTICLE 6. PERSONAL DATA
Each Party acts as an independent data controller for the processing it carries out and complies with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act. These Terms do not involve any transfer of personal data of Game users to the Partner. If joint operations involving personal data are set up, the Parties will enter into the required contractual arrangements.
ARTICLE 7. INTELLECTUAL PROPERTY
Each Party remains the sole owner of its intellectual property rights (trademarks, logos, content, the Game and its elements). The Partner grants Imagine, solely for the term and purposes of these Terms, a non-exclusive, non-transferable and revocable licence to use its distinctive signs (name, logo) and the visuals it provides, for the purposes of (i) integration and promotion within the Game (dedicated page, directory of organisations) and (ii) communication about the partnership. Reciprocally, Imagine grants the Partner an equivalent licence to use its distinctive signs for the purposes of communication about the partnership. Any other use requires the prior written consent of the owner.
ARTICLE 8. INDEPENDENCE OF THE PARTIES
These Terms do not create any company, joint venture, agency (other than the invoicing mandate referred to in Article 4) or relationship of subordination between the Parties. Neither Party may bind the other towards third parties. The partnership does not constitute an endorsement or approval by the Partner of Imagine's content or commercial practices beyond what is expressly agreed.
ARTICLE 9. CONFIDENTIALITY
Each Party undertakes to treat the financial provisions of these Terms as confidential and not to disclose them to third parties without the written consent of the other Party. This does not exclude each Party's right to communicate about the existence of the partnership in accordance with Articles 2 and 3, nor any disclosure required by law or by a competent authority.
ARTICLE 9a. LIABILITY AND WARRANTIES
9a.1 No guaranteed results. Imagine is bound by an obligation of means only. It does not guarantee any minimum Contribution, number of players, level of visibility or audience, or the continuous availability of the Game, its features or the dashboard, which depend in particular on the distribution platforms, ad networks, payment providers and player behaviour.
9a.2 Exclusion of indirect damages. Imagine shall in no event be liable for any indirect or consequential loss suffered by the Partner, including loss of opportunity, loss of donations or expected income, loss of data, damage to image or reputation, or third-party claims.
9a.3 Cap. Imagine's total liability under these Terms, for all causes combined, is limited to the higher of (i) the Contributions actually paid to the Partner during the twelve (12) months preceding the event giving rise to the claim and (ii) one thousand (1,000) euros.
9a.4 Exceptions. The limitations in this article do not apply in the event of gross negligence or wilful misconduct, nor to the payment of Contributions due under Article 2.7.
9a.5 Force majeure. Neither Party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. The Parties agree that force majeure includes in particular the suspension or removal of the Game by a distribution platform and the failure of an ad network, hosting provider or payment provider.
9a.6 Partner's warranty. The Partner warrants that it holds the necessary rights to the names, logos, visuals, videos and content it provides or authorises Imagine to use, including the image rights of the people shown, and that it complies with the regulations applicable to its activities in its country. It shall hold Imagine harmless against any third-party claim, action or judgment relating to these elements or to its own activities, and shall reimburse the reasonable costs arising from them, including legal fees.
9a.7 Time limit for claims. Any claim by the Partner against Imagine under these Terms must be brought within one (1) year of the event giving rise to it, in accordance with Article 2254 of the French Civil Code.
ARTICLE 10. TERMINATION, SUSPENSION AND REVISION
10.1 Termination at any time. By way of derogation from Article 5.2, either Party may terminate these Terms at any time, without having to give reasons and without compensation, subject to one (1) month's notice given to the other Party by email or via the dashboard.
10.2 Termination for breach. (a) Imagine may terminate these Terms automatically and with immediate effect, by simple notice and without prior formal notice, in the event of (i) inaccurate, incomplete or out-of-date information in the Partner Profile, (ii) the Partner's loss of its public-interest status or legal capacity, (iii) content, statements or practices of the Partner that are unlawful, contrary to the rules of the Game's distribution platforms or likely to damage the image of Imagine or the Game, (iv) use of the distinctive signs of Imagine or the Game that does not comply with Article 7, or (v) presentation of the partnership as fundraising or issuance of a tax receipt in respect of the Contribution. (b) For any other breach by the Partner, Imagine may terminate these Terms automatically after formal notice, sent by email or registered letter, has remained without effect for fifteen (15) calendar days. (c) The Partner may terminate these Terms automatically in the event of a serious breach by Imagine of its obligations, after formal notice by registered letter with acknowledgement of receipt has remained without effect for thirty (30) calendar days.
10.3 Suspension. Without prejudice to the foregoing, Imagine may at any time suspend the promotion of the Partner in the Game, access to the dashboard and/or payment of the Contribution, without compensation, while it carries out the checks it deems necessary (authority of the signatory, identity of the bank account holder, eligibility, accuracy of information, dispute over an invoice) or if any of the cases referred to in Article 10.2 (a) occurs. The suspension is lifted as soon as the Partner remedies the situation.
10.4 Revision of the Terms. Imagine may amend these Terms at any time, in particular to take account of changes to the Game, the attribution mechanism, the dashboard, regulations or the rules of the distribution platforms. The new Terms are notified to the Partner by email or via the dashboard at least thirty (30) days before they come into force. A Partner that does not accept the new Terms may terminate the partnership, without notice or compensation, by notifying Imagine before they come into force. Otherwise, continuing the partnership after that date constitutes acceptance of the new Terms. Amendments required by a legal or regulatory provision, or by a requirement of the distribution platforms, may come into force without delay.
10.5 Effects of termination. On the effective date of termination or non-renewal, whatever the cause: (a) Imagine stops offering the Partner to players as an organisation that can be supported and may redirect the players concerned to other partner organisations; Net Revenue generated after that date is no longer attributable to the Partner; (b) Contributions due for the months preceding that date are paid according to the terms and schedule of Article 2.7; no other sum, indemnity or compensation is owed by Imagine; (c) the licences granted under Article 7 end; the Partner immediately ceases all use of the distinctive signs of Imagine and the Game; Imagine has a reasonable period, not exceeding three (3) months, to remove the Partner's elements from the Game and its materials, taking into account the Game's update cycles; content already published (posts, videos, press releases) does not have to be removed; (d) Articles 4, 6, 7, 9, 9a and 11 remain applicable for the purposes of their subject matter.
ARTICLE 11. GOVERNING LAW, LANGUAGE AND JURISDICTION
11.1 Governing law. These Terms are governed exclusively by French law, regardless of the Partner's country of establishment or the place of performance, excluding its conflict-of-laws rules.
11.2 Language. These Terms are drawn up in French. Any translation is provided for information only; in the event of any discrepancy, the French version prevails.
11.3 Amicable settlement. In the event of a dispute, the Parties will endeavour to reach an amicable settlement within two (2) months of written notice of the dispute by either of them.
11.4 Jurisdiction. Failing an amicable settlement, any dispute relating to the formation, interpretation, performance or termination of these Terms shall fall under the exclusive jurisdiction of the courts of Paris (France), including for interim relief, third-party claims or multiple defendants, to the extent permitted by law.
11.5 Waivers. To the fullest extent permitted by applicable law, the Partner waives the right to bring any dispute relating to these Terms before any court other than the one designated in Article 11.4, any right to a trial by jury, and any right to bring or join a class or collective action against Imagine; each dispute shall be brought on an individual basis.
ARTICLE 12. ACCEPTANCE OF THE TERMS
These Terms are accepted by the Partner online, on the dashboard, by the person authorised to represent it, by ticking the box provided for this purpose. This acceptance constitutes a signature within the meaning of Articles 1366 et seq. of the French Civil Code and binds the Partner from its date. The Parties agree that the records kept by Imagine (identity and capacity of the signatory, timestamp, version of the Terms accepted) constitute proof of this acceptance and of its content. A copy of the accepted Terms remains available to the Partner on the dashboard.