GENERAL TERMS OF USE of eCOS® Preamble Externis is a supplier of Software as a Service, i.e. software solutions intended for professionals, accessible via Internet (known as a SaaS supplier). Externis has created the eCOS® program. The eCOS® SaaS services (hereafter the eCOS® Services) are available "on subscription" for a given period. The use of eCOS® requires technical prerequisites, the minimum characteristics of which are described on the eCOS® Internet portal. Only the Customer is in a position to say whether the services proposed by Externis meet its requirements. Externis may not be held liable if the services it provides fail to meet the Customer's needs or objectives. By signing the order form, the Customer confirms that it has ascertained that its software environment and hardware meet the prerequisites allowing access and remote use of the eCOS® Services of Externis. The Customer's use of the eCOS® Services presupposes acceptance of these General Terms of Use eCOS® and any subsequent modifications thereto. Clause 1 - Definitions "Access": procedure giving access to the eCOS® Services by means of credentials "Customer": means the legal entity taking out a Subscription contract to the eCOS® Services. "Data": means the Customer's computer data, whether or not personal, transmitted while using the eCOS® Services, stored on the Externis servers that can only be consulted by the Users. "eCOS®": remote access program (SaaS) designed by Externis and provided to the Customer on Subscription. "Error": dysfunction preventing use of the eCOS® Services, in full or in part, by the Customer and the Users. "Credentials": means the username and password associated with each of the Customer's Users, supplied by Externis after the Subscription giving access to the eCOS® Services is taken out. "Internet": global system of interconnected computer and telecommunication networks, giving users access to content, via servers; each part of this network belongs to private and public organizations that operate the networks in cooperation, with no bilateral quality obligation. "Order form": means the document whereby the Customer takes out a Subscription allowing it to use the eCOS® Services. "Personal data": data used, in any form whatsoever, directly or not, to identify the persons to whom it refers, whether the processing is done by a person or a legal entity. "Services": means all of the services such as remote access to the eCOS® program, processing the data supplied by the Customer, the backup or even the corrective maintenance of the software solutions provided. "Subscription": means a non-exclusive, personal, registered and temporary right of use of the eCOS® Services provided by Externis. "Users" denotes the persons the Customer allows to use the eCOS® Services and who have been assigned a user identifier and password. The Users may notably include the Customer's employees, consultants, subcontractors and agents. They must have followed a preliminary training course. Clause 2 - Application of General Terms Any subscription to the eCOS® Services provided by Externis, of whatever kind, is subject to these General Terms of Use eCOS® which apply to the exclusion of all other terms and conditions and may be consulted at any time on Externis' eCOS® Internet portal and which, if need be, override any other contradictory document. The Customer makes a firm, final commitment once it approves and signs the order form. Access to the eCOS® Services is nonetheless dependent on the payment stipulated on the order form by the Customer. Clause 3 - Right of use granted The Customer has a non-exclusive, non-transferable, one-off right in personam to use the eCOS® Services placed at its disposal, strictly for its own needs, which formally excludes the possibility of: - permanently or temporarily reproducing the program provided, in full or in part, by any means and in any form, including when loading, viewing, running or storing the program; - translating, adapting, arranging or modifying the program, or exporting or merging it with other computer applications; reproducing in frames or on mirror sites any part or content of the program, apart from the copies or frames done on its own intranets or otherwise for its own internal purposes. - making any copy whatsoever of all or part of the program: functionalities, functions or any graphical attributes. - directly or indirectly correcting possible errors of the program. - accessing the eCOS® Services to produce a competing product or service. - modifying, notably by decompiling, altering, adapting, translating, arranging, and more generally changing all or part of the program. - reverse engineering the Services. - selling, agreeing a loan, rental or any other form of disposal of the program. Clause 4 – Development of the Services and the General Terms of Use eCOS® Development of the services: The eCOS® Services are liable to evolve at any time, in order to allow for technological advances, to meet Customers' expectations and to correct functional or technical errors Since the services proposed by Externis are available in SaaS mode, the new versions of Services apply to all Customers when Externis decides to put them online. A background note on the enhancements of the new version will be communicated to Customers beforehand and will be available on the eCOS® portal. General Terms of Use eCOS®: The General Terms of Use eCOS® are also liable to evolve at any time. The latest version and the date of update are online on the eCOS® portal. Accordingly, the Customer should check the website at regular intervals to consult the updated version of the General Terms of Use eCOS®. The latest General Terms of Use eCOS® in force will automatically apply to any Customer who took out a Subscription renewable by tacit agreement, when the time comes to renew the subscription.   Clause 5 – Use of the services Access to the Services and security The Customer undertakes to use Externis' services in compliance with these General Terms of Use, the signed order form and any relevant statutory provision. The Customer may log in at any time apart from maintenance periods. It is specified that access to the eCOS® Services provided and hosted by Externis is secured in such a way that the Customer's data cannot be accessed by any unauthorized person. To that end, Externis sends the Customer the personal confidential identifiers that can only be modified by the Customer. If a password is lost, a reset password procedure is available on the eCOS® platform. The Customer undertakes to make every attempt to keep its identifiers secret and not to disclose them in any form whatsoever. The Customer is wholly liable for the use of the identifiers. Generally speaking, the Client alone is responsible for the security of the individual workstations accessing the eCOS® Services. If the Customer has knowledge of attempted or successful access to the eCOS® Services by an unauthorized person, it undertakes to reset and create a new password without delay. In the event of loss or theft of an identifier, the Customer will inform Externis without delay and the latter will cut off access to the eCOS® Services. The Customer alone will bear the possible consequences of any use by third parties in possession of the said identifiers. Personal lawful use. The Customer declares full knowledge of the provisions of intellectual property law applying in this matter. Modification of the customer's position The Customer undertakes to inform Externis of any change in its position. Customer's data backup The Customer undertakes to backup its data at regular intervals. On no account may Externis be held liable in case of loss of data. "Computer risk" insurance Externis advises the Customer to make sure, before accessing the eCOS® Services, that it has an insurance policy covering the risks liable to arise on account of using the eCOS® Services. Compliance with the regulations The Customer guarantees that it will not use the eCOS® Services to analyse illegal data or files or to perform unlawful analyses, which may notably infringe French or international regulations or the rights or interests of Externis or third parties. The Customer guarantees that it has full title to the data and files used. The Customer notably undertakes not to provide data or content that is illegal or distinctive of commercial reprehensible practices from the computer interface of the Externis solution. Logo In becoming an Externis Customer, the Customer authorizes Externis to disclose its logo and company name in Externis' "Customers" section as well as on its various marketing materials with a view to promoting the services it proposes. Clause 6 – Term – Cancellation - Early termination Term The Customer subscribes to the eCOS® Services by Subscription for a term of two years, renewable by tacit agreement for an identical term and under the General Terms of Use eCOS® in force at the time of the renewal. The Subscription starts as of the date on which the order form is signed, which is the reference date in case of cancellation. Cancellation The Customer may cancel its subscription and thereby prevent any renewal by tacit agreement, by sending a registered letter with acknowledgement of receipt to Externis 3 (three) months before the end of the term of the Subscription. Apart from this advance notice, the Customer may cancel the contract at any time subject to paying Externis the total Subscription left to run until the end of the contract. Early termination If the Customer fails to meet any of its obligations, Externis may terminate the contract before term, 30 (thirty) days after sending a formal demand in vain. The early termination may occur without formal notice in the event that the breach of contract is not subject to regularization or in case of repeated breach of contract, for example in case of repeated late payment of the Subscription. In such cases, the termination will take effect 7 (seven) days after Externis serves notice of termination by registered letter with acknowledgement of receipt. The Customer will not be refunded any sums paid in advance and will remain liable for the total Subscription owing as if left to run its full term, without prejudice to any claims for damages Externis may make. Each party is also entitled to terminate if the other party is the subject of insolvency proceedings. By way of exception to the provisions of articles 1184 et seq of the Civil Code, the parties hereby explicitly intend to be able to implement such an extrajudicial termination of this contract in lieu of its judicial termination. Clause 7 – Licence fees The amount of the licence fees due for providing the eCOS® Services proposed by Externis is specified on the order form. The prices are given in Euros, excluding tax. The prices will be the subject of an annual review as of right and without formality, on 1st January every year following the inception of the contract, based on the fluctuation of the SYNTEC index. Whatever the new SYNTEC index, the amount of the licence fee cannot decrease. The amount of the licence fee does not include the cost of the telecommunications and Internet access allowing use of the eCOS® solutions, which remain payable by the Customer. Clause 8 - Terms of payment The eCOS® services provided by Externis are paid according to the terms specified on the order form signed by the Customer. No time-apportioned discount may be applied: irrespective of the date of signing the order form, any month started is payable in full, any subscription started is owed in full for the period subscribed. The payments made by the Customer will only be deemed final after effective collection of the amounts owing by Externis. Without prejudice to any damages, the parties agree that the Customer's default or late payment of an invoice on its due date will entail as of right: - the application of late payment interest equal to three and a half times the official interest rate, without formal notice, and as of the first day late. Any amounts owing paid after the due date appearing on the invoice will be marked up as of right by a €40 fee set by decree (art L 441-6 subsection 2 of the Commercial Code). This fee does not preclude the application of additional debt collection compensation, subject to providing proof thereof, for up to the total amount incurred to recover the debt. - the payment of any additional bank and management fees (debt collection follow-up, costs of correspondence and telephone reminders, resubmitting rejected direct debits); - the suspension of the eCOS® Services if the payment is not made 1 (one) month after the due date of the outstanding invoice at the latest; - the cancellation as of right of the contract 30 (thirty) days after Externis sends notice to pay or perform by registered letter with acknowledgement of receipt in vain. Clause 9 - Customer's data processing Ownership of the data The parties agree that the data used, processed, hosted, saved or even stored by Externis on behalf of the Customer or on its initiative is and remains the Customer's exclusive property. The Customer holds the possible editorial responsibility for the data. The Customer alone is responsible for the quality, compliance and relevance of the data and content it transmits for the purpose of using the eCOS® Services. Moreover, it guarantees that it holds the intellectual property rights allowing it to use the data and content. Accordingly, Externis assumes no liability in the event that the data and/or content breaches the laws and regulations, the peace or even the Customer's requirements. The Customer guarantees Externis, at first request, against any loss arising from any third-party liability claim for a violation of the said guarantee. More generally, the Customer alone is responsible for the content and messages disseminated and/or downloaded via the eCOS® Services. Data protection Externis undertakes to put in place protection complying with the latest technical data in order to prevent any loss, alteration and destruction of the data, to prevent any fraudulent physical or electronic access to the Customer's data and to preserve the integrity and confidentiality thereof. Personal data If the data transmitted for the purposes of using the eCOS® Services includes personal data, the Customer guarantees to Externis that it has met all the obligations incumbent on it under the law no. 78-17 of 6 January 1978 known as "Informatique & Libertés" (French data protection law), and that it has informed the persons concerned of the use made of the said personal data. In this respect, the Customer guarantees Externis against any legal recourse, complaint or claim made by a person whose personal data is reproduced and hosted via the eCOS® Services. In the event that the data is stored on servers located in a country outside the European Union, a special data transfer permit must be obtained from the CNIL (the French data protection authority). Externis undertakes to inform the Customer of the location of the data and, more generally, to provide all the relevant and necessary information to complete the declarations. As data controller, the Customer remains responsible for the declarations to the French data protection authority (CNIL) concerning the processing of personal data it carries out. Clause 10 - Operational malfunctions The Customer may be required to report operational malfunctions in the Services to Externis. These reports must be made exclusively by means of the incident report form provided to duly authorized persons on the eCOS® portal. In case of proven error (reproducible and not attributable to misuse or inappropriate modification of the initial configuration of the Solutions), Externis undertakes to correct these malfunctions on the occasion of corrective or application upgrades. Clause 11 - End of contract If the contractual relations end for any reason whatsoever, Externis undertakes to destroy the Customer's data. Clause 12 – Support The Customer's subscription to the eCOS® Services does not require Externis to provide support and user help services. To benefit from such services while using the eCOS® Services, the customer must sign up for an additional service indicated on the order form. Clause 13 - Externis' liability - Guarantee It is expressly agreed that Externis is bound by a best-endeavours obligation hereunder with regard to the Customer. The eCOS® Services are used under the Customer's sole management, control and responsibility. It is up to the Customer to do regular backups under its own responsibility and management, of all the data directly or indirectly processed by Externis. The parties also expressly agree that Externis may not be held liable for any downtime or losses due to: - an interruption of the power supply or transmission lines due to public or private operators; - abnormal or fraudulent use by the Customer or third parties necessitating the shutdown of the Services for reasons of safety; - a malfunction of the Customer's hardware, software, Internet access or telephone or cable networks for Internet access or misuse of the Services by the Customer; - a third party's intrusion or fraudulent presence in the system, or unlawful extraction of data, despite the use of means of security that meet the latest technical requirements, since Externis only has a best-endeavours obligation with regard to the current security techniques; - the Customer's specific computer environment; - off-line intervention on the computer data on the Customer's initiative; - the nature and content of the information and data created and/or communicated by the Customer; more generally, Externis may on no account be responsible by reason of the data, information, results or analyses coming from a third party, transmitted or received through the use of the eCOS® Services; - a delay in routing information and data; -in case of force majeure or a decision of the authorities; Externis may not be held liable for any consequential damage unless it is the direct and exclusive result of a failure to meet its obligations. In the event that anyone seeks to hold Externis liable in any capacity or for any reason whatsoever, the damages and any repairs owed to the Customer by Externis, all things considered, may not exceed the amounts paid by the Customer in return for the right to use the eCOS® Services during the course of the last 3 (three) months preceding the date of the event incurring liability. In any event, any action by the Customer must be taken within 2 years of the occurrence of the causal event. These provisions establish a division of risk between Externis and the Customer. The price reflects this division of risk. Clause 14 - Service uptime and suspension Externis undertakes to do its utmost to guarantee permanent access to the eCOS® Services provided to the Customer, twenty four hours a day and 7 days a week (24/7). However, Externis reserves the right to occasionally and temporarily suspend access to the Services, notably for possible maintenance work, upgrades of the Services and, generally speaking, to ensure the smooth running of the Services (system backup, etc.). Externis undertakes to carry out internal controls at regular intervals in order to check that the Services are accessible under normal conditions of use. Externis is entitled to suspend the Customer's access to the eCOS® Services if it finds any failure to perform or fault in the performance of the contract or if it is informed of an infringement or risk of infringing third party rights. The suspension of access to the Services in no way changes the term of the Subscription or the expiry date and creates no entitlement to a price discount, refund or compensation for the Customer. Clause 15 - Intellectual Property Externis holds all the intellectual property rights on the eCOS® Services so it may legitimately grant the Customer the right of use provided for herein. Externis guarantees the Customer against any action for infringement of patent filed against it by anyone invoking an intellectual property right involving the eCOS® program provided to the Customer under the terms described herein. The Customer in turn undertakes to immediately report any infringement of the program brought to its attention to Externis, whereupon Externis may freely take whatever measures it deems fit. Externis will meet the cost of any damages the Customer may be ordered to pay by a final court ruling based solely on proof of an infringement. The right of use granted to the Customer does not give the latter any intellectual property right on the eCOS® program, which remains the full and exclusive property of Externis. For this reason, Externis expressly reserves the right to work on its Services. Accordingly, the Customer formally undertakes not to work or have a third party work on the Services proposed by Externis. The fact of granting a right of use on eCOS® shall not be construed as a transfer, in the sense of the Intellectual Property Code, of any intellectual property right to the Customer. Any use of the program that does not comply with these general terms of use will be construed as an infringement of commercial rights and consequently an infringement of copyright, punishable by the provisions of article L335-3 of the Intellectual Property Code. Clause 16 – Force majeure The parties will not be held liable for failing to meet their obligations in the event of Force majeure. Such an event suspends the obligations assumed on Subscription, for as long as the said event lasts. Should such an event last more than 30 consecutive days, either party will be entitled to cancel the contract as of right, 15 days after sending a registered letter with acknowledgement of receipt to the other party. Clause 17 - Tolerance Externis' failure to invoke the fact that the Customer or Users are in breach of any of the obligations set out herein may not be construed as a waiver of waiver of the rights arising from the obligation in question the obligation in question. Clause 18 - Indivisibility If any clause herein is found to be invalid, lapsed or not legally binding or enforceable, it does not signify that the other stipulations are invalid, lapsed or not legally binding or enforceable and they retain their full effect. Clause 19 - Governing law – Language – Court of competent jurisdiction These General Terms of Use eCOS® as well as the order form signed by the parties will be governed by French law. If translated, only the French version will be deemed authentic. Any dispute in connection with the interpretation, performance or validity of these general terms of use or the order form shall be referred solely to the Commercial Court of Paris, notwithstanding proceedings with more than one defendant or claims for third-party contributions. Clause 20 - Customer's acceptance The Customer expressly approves and accepts these General Terms of Use eCOS®, of which it declares and acknowledges full cognizance, and accordingly foregoes invoking any contradictory document and, among other things, its own general terms of purchase, which will be unenforceable on Externis, even if known to the latter.