General Terms and Conditions of Subscription and Use of the Platform

1. PRESENTATION OF THE PLATFORM

1.1. The OMI Platform is developed and published by OMI, a simplified joint stock company with

capital of 1,909,80 Euros registered with the Paris Trade and Companies Register under

number 882 282 890, whose registered office is located at 45 rue de la Chaussée D’Antin

(75009 Paris) (the "Service Provider").

1.2. The OMI Platform accessible on the www.app.omi.so website (hereinafter the "Platform") is a

digital offering that enables the production of audiovisual creations based on 3D Models

modeled by the Service Provider at the Customer's request.

2. DEFINITION

“Agreement” means any Subscription Package chosen by the Customer, together with the General

Terms and Conditions of Subscription and Use of the Platform, which govern the Customer’s use of

the Subscription Package.

"Anomaly": any reproducible malfunction affecting the proper operation of the Platform in accordance

with its Documentation, independently of any fault on the part of the Customer or use not in

accordance with the Documentation and this Agreement. The Service Provider is not liable for

malfunctions resulting from products, software, services or networks not directly supplied by the

Service Provider or its subcontractors. Anomalies may be :

• “Blocking Anomalies”: Anomalies that result in the impossibility of executing the full

functionality of the Platform.

• “Major Anomalies”: Anomalies which result in the impossibility of executing one or more

major functionalities of the Platform, when a workaround solution cannot be rapidly

implemented.

• “Minor anomalies”: Minor anomalies that are neither blocking nor major.

"General Terms and Conditions of Subscription and Use" or "GTC" means these General Terms

and Conditions of Subscription and Use of the Platform Subscription Package(whether or not included

in the quotation provided to the Customer by OMI or accessible online) and their appendices hereto.

"User Data" refers to data, image or other items entered or downloaded by the User on the Platform

in order to complete, delete or add items or information.

"Intellectual Property Rights" means all intellectual property rights such as patents, utility models,

know-how, copyrights, software and database rights, trademark rights and similar rights, whether

registered or not, including all applications for registration, renewals and extensions thereof,

worldwide.

"Personal Space" refers to the space specific to the User, accessible from the Platform using his/her

login and password, and enabling access to Platform services and partner modules subscribed to by

the Customer.

"Subscription Package" refers to the Customer's subscription to one of the Platform's fee-based

offerings (i.e. a right to access and use the Platform in SaaS mode as well as the hosting of data

resulting from such use, as described in these GTC) provided by the Service Provider to the Customer

under these GTC as well as in Corrective Maintenance services and enabling the Customer to benefit

from the services offered by the Platform. The Subscription Package depends on the number of

Module products chosen by the Customer.

"Login Details": refers to the identifier and password allocated to the User on a personal and

confidential basis, allowing access to the Platform and to the partner modules subscribed to from a

personal space.

"Personal Data Protection Law" means Law No. 78-17 of January 6, 1978 relating to information

technology, files and freedoms in its current version, the RGPD, as well as any similar regulations and

mandatory directives or recommendations of the Commission Nationale de l'Informatique et des

Libertés (CNIL) that may be applicable.

"Maintenance" refers to the services provided by the Service Provider to correct any Anomalies in the

Platform so that it performs in accordance with its documentation in an uninterrupted manner

("Corrective Maintenance"), as well as the optional services provided by the Service Provider to

enable the Platform to evolve ("Evolutionary Maintenance").

"3D Model(s)" refers to the 3D Model, i.e. the three-dimensional digital model of the Customer's

products as created by the Service Provider via the Platform using material provides by the Customer,.

"Module" refers to a set of paid functionalities and options available on the Platform to which the

Customer may subscribe at the time of or during the subscription to the Subscription Package and

presented on the omi.so website. Modules are presented on the omi.so website in the form of a pack.

"Platform" refers to the OMI platform on which the Customer can create audiovisual creations from

the 3D Models.

"Party(ies)" means together or separately the Service Provider and/or the Customer.

"Results" refers to the audiovisual creations produced by the Customer and generated on the

Platform from the 3D Models, as well as any photos or videos of these creations.

“Third-Party Platform” means any third-party platform, add-on, service, or product not provided by

Service Provider that Customer elects to integrate or enable for use with any Service (including any

third-party AI/LLM models or providers).

"User(s)" refers to the person authorized by the Customer to use the Platform.

3. ACCEPTANCE AND ENFORCEABILITY OF GTC

3.1. The User's online acceptance of these GTC (placing an order for a Subscription Package

using online functionality Service Provider makes available like clicking a box, creating an

account, or otherwise affirmatively accepting these GTC through another means Service

Provider offers Customer) implies unreserved acceptance of their content. The User declares :

• have read and understood the conditions under which the Platform operates;

• have the capacity and power to bind the Customer;

• have all the necessary technical skills to access and use the Platform and partner

modules.

3.2. The General Terms and Conditions may be modified or amended at any time by the Service

Provider. The User will be notified of the new version of the GTC. Amendments or modification

take effect at the beginning of the next Renewal Period unless Service Provider indicates an

earlier effective date. If Service Provider requires material amendments or modifications with

an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate

the Agreement with notice to Service Provider, in which case Service Provider will provide

Customer a refund of any pre-paid fees for the terminated portion of the current term of the

Subscription Package. To exercise this termination right, Customer must notify Service

Provider of its objections within 30 days after Service Provider’s notice of the amended or

modified GTC. Once the amended or modified GTC takes effect Customer’s continued use of

the Platform constitutes its acceptance of the amendment or modifications. Service Provider

may require Customer to click to accept the modified GTC.

4. ACCESS TO THE PLATFORM

4.1. Creating a Personal Area

In order to access the Platform and its functionalities, the User must have a personal space.

The User must provide the Service Provider with his/her first and last name, e-mail address,

company and job title. The User undertakes to provide accurate and up-to-date information

and to be authorized to use the Platform by the Customer.

The User will then be able to log in using the login details provided by the Service Provider

and access his or her personal space. The User undertakes to respect the level of access

granted to him/her.

4.2. Confidentiality of login data

The User is responsible for maintaining the confidentiality of his or her Login Information and

undertakes to take all necessary measures to ensure such confidentiality and to prevent any

identity theft or any fraudulent or unauthorized use of his or her account.

The User undertakes to notify the Service Provider as soon as possible of any loss of his

Login Details or any fraudulent use of his personal space.

The User is fully responsible for all operations carried out using his Login Details.

4.3. Account suspension or closure

In the event of non-compliance with these General Terms and Conditions, and without

prejudice to any action under common law that may be available, the Service Provider

reserves the right to :

• suspend the User's account while the necessary checks are carried out and until the

cause of the suspension has disappeared,

• close the account, particularly in the event of repeated breaches of contractual

obligations or infringement of the intellectual property rights of the Company or its

partners.

The User's account may also be suspended or closed in the event of non-payment by the

Customer of invoices or termination for any reason whatsoever of the Customer's Subscription

Package.

5. SERVICES

5.1. Subscription

(a) Rights of use

The Service Provider grants the Customer a non-exclusive and non-transferable right to

access and use the Platform for the duration of the Subscription Package (in accordance with

article 7 below) in exchange for the price stipulated in the chosen Subscription Package and

under the conditions of article 6 below. This right of use covers only the Modules selected by

the Customer. Only Users with a Login are authorized to access and use the Platform.

This right of use is by remote access and solely for the Customer's internal use, to the

exclusion of any other purpose.

This right of use automatically ceases at the end of the Subscription Package or when it is

terminated for any reason whatsoever.

It is understood between the Parties that the Platform, the documentation and all other

information provided by the Service Provider to the Customer are and remain the exclusive

property of the Service Provider.

(b) Hosting

Under the Subscription Package, the Service Provider will host the Platform and User Data on

its servers or on the servers of its subcontractors. The Service Provider will ensure the proper

operation and security of the hosting infrastructure.

(c) Corrective maintenance

Under the Subscription Package, the Service Provider will provide corrective maintenance

services for the Platform.

6. FINANCIAL CONDITIONS / SUBSCRIPTION AND CREDIT TERMS

6.1. Service prices / Subscription packages

Prices are indicated exclusive of tax (HT) according to the Subscription Package chosen by

the Customer. The Customer must select the Subscription Package, including those directly

on the www.omi.so website.

Any additional service not provided for in the chosen Subscription Package will be invoiced at

an additional cost, the price of which will be communicated to the Customer in advance.

6.2. Subscription Form Terms and Conditions

The price of the Subscription Package depends on the number of the Customer's products

that the Customer wishes to add to the Platform and on the Modules chosen when subscribing

to the Subscription Package on the omi.so website. Any variant of the same product counts as

a separate product.

Whatever the formula and the number of products and Modules chosen, the Duration of the

Subscription is 12 months. Customer has the choice between a monthly payment with yearly

commitment or an annual payment in advance.

The Customer may add products or Modules directly via the Platform, in which case the

Subscription Price will be adjusted accordingly. Any addition of Modules or products is firm

and definitive until the end of the current Subscription period (Initial Period or Renewal

Period), without modifying the Subscription Term. As an exception, in the event of the addition

of one (or more) product(s) or Module(s) during the three (3) months preceding the Agreement

anniversary date, the Agreement will be automatically renewed for a further period of one year

from the date of addition of the said Module or product.

One month before the anniversary date of the Initial Period or of each Renewal Period, the

Customer will have the opportunity to modify the number of products and Modules applicable

for the next Renewal Period. Failing this, the Agreement will be renewed on the same basis, in

accordance with article 7

6.3. Billing terms

Unless otherwise agreed between the Service Provider and the Customer, the Customer must

pay invoices issued by the Service Provider within thirty (30) days of the invoice date by direct

debit, credit card or bank transfer, in accordance with the terms and conditions set out on the

Platform.

The subscription price will be invoiced either in arrears each month in the case of a

subscription with monthly payment, or in full at the time of subscription by the Customer in the

case of annual payment in advance.

In accordance with article L. 441-10 of the French Commercial Code, any delay in payment by

the Customer will result in the application of late payment penalties equal to three times the

legal interest rate, as well as a collection indemnity of forty (40) euros per invoice. In addition,

the Service Provider shall be entitled to invoice the Customer for the costs actually incurred

for collection if these exceed forty (40) euros, on presentation of supporting documents (e.g.

costs of a collection agency).

6.4. Price review

Prices are firm for the duration of the Subscription Plan. The Service Provider reserves the

right to change the prices of Subscription Packages at any time, subject to three months'

notice. The new prices will only be applicable to the Customer as from the next Subscription

Package Renewal Period in accordance with article 7.

7. DURATION

Term

7.1. The Agreement is concluded for an initial firm term of one year from the date of subscription to

the Subscription Package (the "Initial Period"). At the end of the Initial Period, the Agreement

will be automatically renewed by tacit agreement for successive periods of one (1) year each

(each, a "Renewal Period"), unless terminated or cancelled by the Customer or the Service

Provider under the conditions set out below, or under the conditions set out in Article 8

"Termination".

7.2. The Agreement may also be tacitly renewed in the event of the addition of a Module or a new

product within three (3) months prior to the expiry date of the Initial Period or a Renewal

Period, in accordance with article 6.2.

7.3. The Initial Period and the Renewal Periods are together referred to as the "Term".

7.4. Each of the Parties may terminate the Subscription Package with commitment either by

sending a registered letter with acknowledgement of receipt, or via the Platform's

functionalities, by giving at least two (2) months' notice prior to the expiry date of the Initial

Period or prior to the expiry date of the Renewal Period.

8. EARLY TERMINATION

8.1. Each of the Parties may terminate the Subscription Package in advance, without the need for

legal action, in the event of non-performance of its essential obligations by the other Party 30

days (thirty days) after formal notice sent by registered letter with acknowledgement of receipt

has remained without effect.

8.2. The Service Provider may automatically terminate the Subscription Package and/or stop

Users' access to the Platform, without the need to file a legal claim, in the event that the

Customer fails to pay the prices stipulated in the chosen Subscription Package, following the

sending of a formal notice by registered letter with acknowledgement of receipt which has

remained unsuccessful within 10 (ten) calendar days of its receipt by the Customer.

8.3. In the event of early termination at the Customer's expense, all sums paid by the Customer

shall be definitively forfeited to the Service Provider, and any fees or sums due up to the end

of the Subscription Package shall become immediately payable and must be paid by the

Customer within 15 days (fifteen days) of the effective date of termination.

9. SERVICE PROVIDER COMMITMENTS

9.1. Platform availability

The Service Provider endeavours to maintain access to the Platform 24 hours a day, 7 days a

week, as well as availability close to 99.9%.

Access to and use of the Platform may be temporarily suspended for maintenance purposes.

The Service Provider's maintenance department strives to optimize the service in order to

minimize any inconvenience caused. The Service Provider cannot be held responsible for any

unavailability of access to and use of the Platform, in particular if this is due to external factors

such as technical reasons, network congestion, misuse of the Platform or failure of Internet

service providers.

9.2. Online support

The Service Provider provides Users with online help and notifications of the development and

availability of new functions.

This online assistance is only a technical support offered to the User and does not engage the

responsibility of the Service Provider, neither in terms of advice, nor in terms of quality of

service.

9.3. Security

The Service Provider is committed to providing a high level of security for its Platform, in

particular by making regular backups, securing connections with encryption, securing data

transmission with an encryption key, carrying out external security audits, using certified

hosting services located in France, and performing penetration tests.

The User also agrees to take all appropriate measures to protect his/her own User Data and/

or software from contamination by any viruses on the Internet. The User undertakes not to use

any devices or software of any kind that would interfere with the proper operation of the

Platform.

The User must inform the Service Provider of any failure or malfunction of the Platform or

partner modules used.

9.4. Limited Retention of Products Sent By Customer

Once the 3D Model is created and approved by the Customer based on a product sent by the

Customer to the Service Provider, the Customer has a period of three months to request the

return of the said product from the Service Provider. The Service Provider will then charge the

Customer for the return costs. If the Customer does not request such a return, the Service

Provider will destroy or dispose of these products upon expiry of this three-months period.

10. COMMITMENTS OF THE CUSTOMER

10.1. The Customer undertakes to ensure that its Users comply these terms and conditions. In this

respect, each User is solely responsible for all activities carried out on and from the Platform.

It is therefore the User's responsibility to ensure that he/she has all the rights, authorizations

and clearances required for said activities.

The Customer undertakes that its Users will :

• use the Platform in accordance with these GTC and all documentation or best

practices transmitted and available online;

• respect the Service Provider's intellectual property rights as defined in the "Intellectual

Property" article;

• only use and upload to the Platform elements or 3D Models for which the Customer

has the necessary rights and licenses;

• respect the rights of third parties and in particular the rights of partners, the

confidentiality of User Data and the protection of personal data;

• use the Platform's functionalities with care, in particular those for modifying or deleting

Data;

• act in accordance with industry professional rules and applicable legal provisions.

11. Third-Party Platforms and Third Party AI Models

Use of Third-Party Platforms and Third Party AI Models is subject to Customer’s agreement

with the relevant provider and not this Agreement. Service Provider does not control, makes

no representations or warranties regarding, and has no liability for Third-Party Platforms and

Third Party AI Models, including their security, functionality, operation, availability, or

interoperability with the Platform or how the Third-Party Platforms and Third Party AI Models

or their providers use User Data. By enabling a Third-Party Platforms and Third Party AI

Models to interact with the Platform, Customer authorizes Service Provider to access and

exchange User Data with such Third-Party Platforms and Third Party AI Models on

Customer’s behalf, and Customer acknowledges and accepts responsibility for its use of the

Third-Party Platforms and Third Party AI Models and any content or data created or provided

by such Third-Party Platforms and Third Party AI Models. Customer may disable any Third-

Party Platforms and Third Party AI Models made available through the Platform at any time

either directly by Customer through the Platform or by submitting a written request to the

Service Provider. The Third-Party Platforms and Third Party AI Models made available through

the Platform are (non-exhaustive list subject to changes):

- Flux

- Stable Diffusion

- Apple Depth

- ESRGan

- Algolia AI Search

- ChatGPT 4o, SAM, OpenCLIP, Material MAP Generator, IC Light

- Google Gemma9B

- Ada3 embeddings model

- all-MiniLM L6 V2

12. INTELLECTUAL PROPERTY

12.1. Ownership of the Platform

The Service Provider has developed the OMI Platform and all associated documentation.

The Service Provider holds and retains all copyrights to the components of the Platform, in

particular the concepts underlying the Platform, the software, all development and

parameterization, the functionalities of the Platform, the algorithms, the tree structure of the

Platform, the databases and in particular the unified repository, the graphic interfaces, the

processes, the graphics and logos, the documentation and all the content of the Platform as

well as the website www.omi.so.

The present GTC do not imply any transfer of intellectual property rights of any kind on the

Platform and its elements. The User is simply authorized to access and use the Platform

under the conditions defined herein and in accordance with his or her authorizations.

In particular, the Customer and its Users are prohibited from :

• use, copy, modify, rent, lease, sublease, sublicense, transfer, authorize access by a

third party to any element of the Platform, except as expressly authorized under these

GTC;

• modify the Platform or create a derivative work from the Platform;

• reverse-engineer the Platform, except in cases authorized by law. In this respect,

before exercising this right, the Customer must request from the Service Provider the

information necessary to ensure interoperability with other software, and the

Customer may then only exercise this right if the Service Provider refuses or fails to

respond within a reasonable time, and provided that this information is not used by

the Customer to provide services to third parties. Decompilation of the Platform for

any other purpose is strictly forbidden;

• gain unauthorized access to the Platform or its associated systems or networks (for

example, by impersonating another user of the Service or by providing false

information regarding his or her identity);

• disrupt or interrupt the operation of the Platform or the processing of data contained

therein (for example, by means of unauthorized comparative tests or penetration

tests);

• disseminate or store infringing, obscene, threatening, defamatory or unlawful content

via the Platform, or

• distribute or store content containing viruses, worms, Trojan horses or other malicious

or harmful computer code, files, scripts, agents or programs via the Platform.

It is expressly agreed that the Customer may not correct any Anomaly by himself, as the

Service Provider reserves this right.

12.2. Ownership of 3D Model (Input)

The 3D Models created by the Service Provider remain the property of the Service Provider

and the present GTC do not imply any assignment or transfer to the Customer of the

Intellectual Property rights on the 3D Models generated by the Service Provider, nor any right

of exploitation thereof by the Customer other than the rights provided for herein.

12.3. Output ownership

The Customer is the owner of the Results generated via the Platform and is free to download

them onto its own systems and exploit them on all media and in all territories.

The rights assigned include in particular :

• the right of reproduction understood as the right to reproduce, edit, fix, digitize the

Results in whole or in part, without limitation of number, by any means and on any

media, and in particular on paper, digital, computer, electronic, USB key or any other

known or unknown media to date;

• the right of adaptation, including the right to modify, translate, arrange, retouch,

compile, correct, integrate, transcribe, translate into any computer language the

Results, to create new elements or derivative works from the Results, to assemble

them and to integrate them into any other service or intellectual creation, by all

processes known or unknown to date and by all means;

• the right of representation, including the right to represent, distribute and broadcast

the Results privately or publicly to any public, by any means and on any present or

future media, and in particular on paper or digital media and by any means of

telecommunication, such as cable, satellite, terrestrial, networks of any kind, and in

particular those of the Internet or intranet type.

The present transfer is granted by the Service Provider to the Customer, for the whole world

and for the legal duration of copyright protection in force. The price of the transfer of

Intellectual Property rights on the Results is included in the prices indicated in the Subscription

Form.

The Customer grants the Service Provider, without additional remuneration, a non-exclusive

license to use the Customer's Results, valid worldwide for the entire duration of the Intellectual

Property rights, for the purposes of promoting the Platform or for any internal use aimed at

improving the Platform.

In the event of use of Third-Party Platforms and Third-Party AI Models, the Customer is

referred to Article 11.

12.4. Trademarks and distinctive signs

The Service Provider is also the owner of the French OMI trademark.

The distinctive signs of the Service Provider and, where applicable, its partners, such as

domain names, brands, names and logos that may appear on the Platform are protected.

Any total or partial reproduction of these distinctive signs without the express authorization of

the right holder is prohibited.

12.5. Use of User Data

User Data remains the property of the User and is the responsibility of the User who

integrates it into the Platform.

The User undertakes to respect the rights of third parties (intellectual property and in particular

architectural plans, privacy, personal data, confidentiality) and to inform the Service Provider

of any restrictions on the processing or cross-referencing of certain data.

The User warrants that he/she has the necessary rights and authorizations to process User

data and warrants the Service Provider as to the legality of the content and use of such data

on the Platform. The User shall defend and indemnify the Service Provider against any claims

by third parties that any material or data uploaded by the User to the Platform constitutes an

infringement of the User's copyright and/or an act of unfair competition.

12.6. Guarantee of peaceful enjoyment (IP infringement indemnity)

The Service Provider warrants that it holds or has the necessary authorizations and rights to

all intellectual property rights which are the subject of the Agreement, in particular the

Platform, the services and the documentation (hereinafter the "Warranty").

Under this Guarantee, the Service Provider shall defend and indemnify the Customer against

any claims or legal actions by third parties who claim that the Platform, services or

documentation provided by the Service Provider constitute an infringement of its copyrights

and/or an act of unfair competition (together, a "Claim"). To this end, the Service Provider

undertakes:

• to defend the Customer against any Claim at its own expense; and

• to pay all damages and interest which, in the event of a final court decision, the

Customer may ultimately be required to pay.

The Customer shall notify the Service Provider in writing as soon as it becomes aware of any

such Claim and shall leave the exclusive control of the defense to the Service Provider, at its

own expense. The Customer shall also have the right to participate, at its own expense, in

such defense and shall cooperate in good faith with the Service Provider in such defense.

The Guarantee will not apply if the Claims are caused by :

• misuse, modification or adaptation of the Platform by the Customer;

• failure by the Customer to implement corrections or improvements to the Platform

made available free of charge by the Service Provider;

• using, marketing or making the Platform available to a third party;

• information, instructions, specifications or materials supplied by the Customer or a

third party at the Customer's request.

In the event of a suspected or confirmed Claim, the Service Provider undertakes, at its own

expense and at its own discretion and within a commercially reasonable time, either :

• to obtain in court for the Customer the right to continue using the Platform and the

Documentation; or

• to replace or modify the litigious elements by elements presenting substantially

equivalent functionalities that do not constitute an infringement of a third party's right;

If none of the above options is possible on reasonable commercial terms, at the discretion of

the Service Provider, the Service Provider may require the Customer to return or cease use of

the infringing part of the Platform.

The warranties given in this section are exclusive of all other warranties and remedies.

13. PERSONAL DATA

13.1. The Service Provider's commitment

The Service Provider is committed to respecting privacy and protecting personal data. It

undertakes to develop the Platform and all services in accordance with the principles of

privacy by design and privacy by default.

The conditions for the collection, processing and storage of Users' personal data, as well as

the conditions for exercising rights, are detailed in OMI's Privacy Policy.

The Service Provider is responsible for the processing of personal data relating to Users and

undertakes to comply with the French Data Protection Act.

The User may exercise his/her rights with regard to his/her personal data by sending a

request by e-mail to hugo@omi.so.

14. PRIVACY

14.1. Each Party undertakes to treat as strictly confidential all information communicated to it as

such by the other Party, within the framework of the performance of the present Agreement.

Consequently, each Party undertakes not to disclose, for the duration of the present

Agreement, for any reason whatsoever, the said information, in any form, for any purpose and

to any person whatsoever.

The obligations imposed on the Parties by this article do not, however, apply to information :

• which the receiving Party can prove were known to it prior to the date of their

communication;

• that were publicly known on the date of their communication;

• which, after communication, become accessible to the public by publication or any

other means, unless this is due to the fault or negligence of the receiving Party.

14.2. Each Party undertakes to grant access to confidential information only to those of its officers,

employees, agents, consultants or subcontractors who require access to such information for

the proper performance of the Agreement and subject to compliance by them with this

confidentiality obligation.

14.3. The present confidentiality obligations imposed on the Parties shall remain in force for a

period of three (3) years from the termination of the present Agreement for any reason

whatsoever.

15. INSURANCE

The Service Provider declares that it has taken out, at its own expense and undertakes to

maintain, with an insurance company known to be solvent, insurance policies guaranteeing,

for a sufficient amount, the pecuniary consequences of the civil liability that it is likely to incur

for any bodily injury, material and/or immaterial damage, whether consecutive or not under the

terms of the present GTC. This insurance policy will include professional liability coverage.

16. LIABILITY

16.1. Liability cases

The User agrees that he/she uses the Platform under his/her own responsibility;

16.2. The Parties may only be held liable for direct and foreseeable damage within the meaning of

articles 1231-3 and 1231-4 of the French Civil Code, caused by a breach by the Party

concerned of its obligations under the Agreement. Unless expressly stipulated otherwise, the

obligations of the Parties under the Agreement are obligations of means Limitation and

exclusion of liability

16.3. Limitations and exclusions of liability :

To the extent permitted by law, the Service Provider shall not be liable for :

• misuse by the User of the Platform or the partner modules made available;

• the effectiveness and content of partner modules;

• non-compliance with technical prerequisites;

• the content, reliability and completeness of User Data; such data being added by

Users themselves;

• any failure of the Internet network or means of communication.

The liability of the Service Provider is capped at the amount of the sums received by the

Service Provider under the Subscription Package chosen by the Customer during the last

twelve (12) months preceding the breach.

The liability of the Parties shall not be subject to any limitation or exclusion in the event of (i)

gross negligence or wilful misconduct, (ii) fraud or fraudulent misrepresentation, (iv) fines or

settlement costs awarded in accordance with the "Guarantee of Peaceful Enjoyment" article.

17. TERMINATION FOR BREACH

17.1. Each of the Parties may terminate the Subscription Package in advance, without the need for

legal action, in the event of non-performance by the other Party of its essential obligations 30

days (thirty days) after formal notice sent by registered letter with acknowledgement of receipt

has remained without effect.

17.2. The Service Provider may automatically terminate the Subscription Package and/or stop

Users' access to the Platform, without the need to file a legal claim, in the event that the

Customer fails to pay the prices stipulated in the chosen Subscription Package, following the

sending of a formal notice by registered letter with acknowledgement of receipt which has

remained unsuccessful within 10 (ten) calendar days of its receipt by the Customer.

17.3. In the event of early termination at the Customer's expense, all sums paid by the Customer

shall be definitively forfeited to the Service Provider, and any fees or sums due up to the end

of the Subscription Package shall become immediately payable and must be paid by the

Customer within 15 days (fifteen days) of the effective date of termination.

18. TRANSFER

This Agreement is concluded intuitu personae. It may not therefore be assigned, transferred,

delegated or contributed to in any form whatsoever, whether in return for payment or free of

charge, nor may it be sub-licensed.

Notwithstanding the foregoing, either Party may assign this Agreement together with all rights

and obligations hereunder, without the consent of the other Party, in connection with a merger,

acquisition, corporate reorganization or sale of all or substantially all of its assets related to

this Agreement not involving a direct competitor of the other Party.

19. OUTSOURCING

It is understood that the Service Provider may, under its own responsibility, have recourse to

outside consultants and service providers to perform part of its obligations under these GTC

and remains fully responsible for them.

20. FORCE MAJEURE

20.1. With the exception of price payment obligations, in the event of a force majeure event as

defined by article 1218 of the French Civil Code and by the case law of the French courts, the

obligations of the Parties will be suspended.

20.2. Should the force majeure event persist for more than three (3) consecutive months, the

present Agreement may be terminated by either Party by registered letter with

acknowledgement of receipt, without prior formal notice or compensation or liability on either

side.

21. COMMERCIAL REFERENCE

The Customer authorizes the Service Provider to mention the Customer as one of its

customers and to reproduce the Customer's logo and trademark on any promotional or

advertising document relating to the Service Provider's activity, as well as on the Service

Provider's website.

22. GENERAL STIPULATIONS

22.1. Entire Agreement

All clauses and conditions of these GTC are binding on the Parties. Each of them is a decisive

condition of the GTC, without which the Parties would not have entered into the contract,

subject to the stipulations below relating to validity. These General Terms and Conditions

embody all the commitments made by the Parties within the scope of its purpose. The GTC

cancel and replace all written and verbal agreements, delivered or exchanged between the

Parties, prior to its effective date.

22.2. Interpretation

In the event of any difficulty of interpretation between any of the titles appearing at the head of

the clauses and any of the clauses, the titles will be declared non-existent.

22.3. Modification

Any modification of any of the clauses or conditions must be recorded in writing, signed by

persons duly authorized by each contracting party, and shall constitute an amendment to the

GCP.

22.4. Notification

Where no specific notification procedure is provided for in the GTC, notifications will be made

between the Parties by email, to the email addresses provided by the Customer when

subscribing to the Subscription Package.

22.5. Validity

In the event of any clause of these GTC being declared null and void or inapplicable by any

court by a final decision, such clause shall be deleted without invalidating the entire GTC, all

clauses of which shall remain in full force and effect. However, in the event that the nullity or

inapplicability of a clause of the GTC would seriously affect the legal and/or economic balance

of the latter, the Parties agree to meet in order to replace the said clause with a valid clause

which is as close as possible to it in both legal and economic terms.

22.6. Waiver

Any waiver, regardless of duration, of the existence or total or partial breach of any of the

clauses of the GTC shall not constitute a modification or deletion of the said clause or a

waiver of the right to invoke prior, concurrent or subsequent breaches of the same or other

clauses. Any such waiver shall only be effective if expressed in writing and signed by the

person duly authorized to do so. The fact that a Party does not avail itself of a breach or does

not act in response thereto shall not constitute a valid waiver.

22.7. Applicable law and competent court

These GTC and any dispute or claim relating to their formation, validity, interpretation,

performance or termination shall be governed by French law.

Any dispute arising from the interpretation or execution of the present General Terms and

Conditions shall be subject to a prior attempt at amicable settlement. To this end, the Parties

undertake, within a period of thirty (30) calendar days (this period may be expressly extended

between the Parties), to attempt to resolve any dispute amicably beforehand. The Party

wishing to implement this amicable settlement procedure must notify the other Party by

registered letter with acknowledgement of receipt, giving the other Party a period of seven (7)

calendar days in which to do so. Each of the Parties undertakes to appoint two persons from

its company, at "general management" level, within the said period of seven (7) Days. In the

event of conciliation, the Parties undertake to sign a confidential settlement agreement. If the

Parties fail to reach an agreement, the exchanges within the framework of the conciliation

procedure remain confidential and may not be used within the framework of legal or arbitration

proceedings.

IN THE ABSENCE OF AN AMICABLE SOLUTION UNDER THE CONDITIONS DEFINED IN

THE PRESENT ARTICLE, ANY DISPUTE THAT MAY ARISE BETWEEN THE PARTIES

CONCERNING THE FORMATION, EXECUTION, INTERPRETATION OR TERMINATION OF

THESE GTC SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS

OF THE PARIS COURT OF APPEAL.