Craft ai TERMS OF SERVICE THESE TERMS OF SERVICE (“TERMS”) SET FORTH THE TERMS AND CONDITIONS OF THE SUBSCRIPTION AND THE USE OF THE SERVICES PROVIDED BY CRAFT AI TO ANY INDIVIDUAL OR LEGAL ENTITY OR CORPORATION USING THE SERVICES (“SUBSCRIBER”). BY ACCEPTING THESE TERMS, BY ACCESSING OR USING CRAFT AI’S WEBSITE AND/OR SERVICES, SUBSCRIBER AGREES TO THESE TERMS. IF SUBSCRIBER IS ENTERING INTO OR ACCEPTING TO THE TERMS ON BEHALF OF A LEGAL ENTITY, SUBSCRIBER REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, AUTHORITY AND CAPACITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS, IN WHICH CASE, THE TERM “SUBSCRIBER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF SUBSCRIBER DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE TO BE BOUND BY THE PROVISIONS OF THESE TERMS, SUBSCRIBER DOES NOT ACCEPT THE TERMS AND NOT ACCESS OR USE CRAFT AI’S SERVICES. Last updated: November 8 th , 2018 The Terms are between the Subscriber and CRAFT AI SAS, simplified joint-stock company with capital of EUR 553.800,00 with registered offices at 8 rue de la Michodière, 75002, Paris (France), entered on the business register of Paris under n° 811 719 715 (“Craft ai”). 1. DEFINITIONS. For purposes of these Terms, capitalized terms have the meanings set forth or referred to in this Section: 1.1 “Affiliates” means any corporation or entity that, directly or indirectly, (i) owns or controls, (ii) is controlled or owned by either party, where “control” means the ownership of more than fifty percent (50%) of the voting equity or the amount of capital share. 1.2 “Account” means the account opened through the Subscriber’s registration on the Website or on a third-party website, including without limitation a connection ID and a password, which provides the Subscriber the use and access to the Services and to the personal space which is the interface on the Website to use and manage its account. 1.3 “Terms” means these terms of service. 1.4 “Claim” means collectively all claims, damages, losses, costs, expenses, and other liabilities (including reasonable attorneys’ fees) incurred in connection with any third party demand, dispute, or claim. 1.5 “Confidential Information” means the terms of these Terms and each party’s confidential and proprietary information, technical data, trade secrets, or know-how, including, but not limited to, computer code, data, analytics, and related tools, stems or processes, product plans, designs, costs, prices, names, finances, marketing plans, business opportunities, personnel, research, development, know how, source code, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing or other business information disclosed by one party to another, in writing, orally, or by drawings or inspection of parts or equipment, or the fact that negotiations or discussions are taking place between the parties or that Confidential Information has been made available to a party. 1.6 “Content” means the contents of whatever nature (data, editorial, graphic, audio, audiovisual or otherwise) of the Sofware. 1.7 “Discloser” means the party which discloses or makes available Confidential Information to Recipient hereunder. 1.8 “Documentation” means online documentation, usage guides and policies available at http://doc.craft.ai as updated from time to time. 1.9 “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered between the Subscriber and Craft ai, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by these Terms as if it were an original party hereto. 1.10 “Predictive Models” means data generated by Craft ai’s Software and retrieved by the Subscriber or Users. 1.11 “Recipient” means the party which receives or obtains Confidential Information from Discloser. 1.12 “Services” means (a) the products and services ordered by the Subscriber under an Order Form and made available online by Craft ai as described at http://doc.craft.ai, and (b) the support provided by Craft ai to Subscriber as described in the Order Form. 1.13 “Software” means Craft ai software made accessible as part of the Services and described in the Documentation. 1.14 “Subscriber Data” means data and configurations submitted to the Services at the direction of or on behalf of Subscriber or Users. 1.15 “Taxes” means taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever. 1.16 “User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or in the case of an individual accepting these Terms on behalf of a company or other legal entity, an individual who is authorized by the Subscriber to use the Services, for whom the Subscriber have purchased a subscription, and to whom Subscriber have supplied an Account. User may include, for example, Subscriber employees, consultants, contractors, agents, and third-parties with which Subscriber transact business. 1.17 “Website” means the following website http://craft.ai. 2. CRAFT AI’S OBLIGATIONS. 2.1 Provision of Services. Craft ai will (a) make the Services available to Subscriber pursuant to these Terms and any applicable Order Form; and (b) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for (i) downtime planned, and (ii) any unavailability caused by circumstances beyond Craft ai reasonable control, including without limitation an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack. 2.2 Personnel. Craft ai will be responsible for the performance of Craft ai personnel (including Craft ai employees and contractors) and their compliance with Craft ai obligations under the Terms, except as otherwise specified herein. 2.3 Compliance with Laws. Craft ai will comply with all laws and government regulations applicable to Services. 2.4 Security Measures. Craft ai will maintain administrative, physical, and technical safeguards for the security and integrity of the Services consistent with industry standard practices. Craft ai will store, process, transmit and disclose electronic data and configurations submitted to the Services at the direction of or on behalf of Subscriber only according to these Terms and Documentation. The Services, independent of Subscriber Data above, will not transmit code, files, scripts, agents or programs intended to harm, including viruses, worms, time bombs and Trojan horses. 2.5 Protection of Subscriber Data. Craft ai shall not use Subscriber Data for any other purposes than to make the Services efficient and available to Subscriber. As such, Craft aiwill maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Subscriber Data, as described in the Documentation, and therefore, Craft ai undertakes that the hosting and cloud service provider for any Subscriber Data is ISO/IEC 27001:2013 certified. Those safeguards will include but will not be limited to measures for preventing access, use, modification or disclosure of Subscriber Data by Craft ai personnel. 3. SUBSCRIBER’S OBLIGATIONS. 3.1 Subscription. Subscriber represents having subscribed to the Services based on the characteristics described on the Website and actually accessible at the time of the first subscription. Subscriber agrees that purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Craft ai regarding future functionality or features. 3.2 Personnel. Subscriber will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Terms. Subscriber enters into the Terms on behalf of its Affiliates that make use of the Services. 3.3 Responsibilities. Subscriber shall (a) comply with all laws and government regulations in force and not violate public order or infringe the rights of any third-party; (b) use the Services in accordance with these Terms, Documentation and Order Form; (c) be responsible for User’s compliance with these Terms, Documentation and Order Form; (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services; and (e) promptly notify in writing Craft ai of any unauthorized access or use of the Services. 3.4 Restricted use. Subscriber shall (a) not make the Services available to or use the Services for the benefit of anyone other than Subscriber’s own personnel and Users ; (b) not use the Services to store, transmit infringing, libelous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (c) not sell, resell, license, sublicense, distribute, make available, rent or lease the Services, except as integrated with its own offerings that provide additional functionality to Users; (d) except as permitted by applicable laws or governmental regulations, not alter, modify, copy, adapt, create derivative works, translate, deface, decompile, disassemble, convert into human readable form, or reverse engineer all, or any part, of the Services to which Craft ai provides access; (e) obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems and internet access; (f) not interfere or disrupt the integrity or performance of the Services or third-party technology contained therein; (g) not attempt to gain unauthorized access to the Services or its related systems or networks; (h) not permit direct or indirect access to or use the Services in a way that circumvents an usage or capacity limit of the Services or use the Services to access or use any of Craft ai’s intellectual property, except as permitted under these Terms or Order Form; (i) not alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Services; and (j) obtain and maintain any required consents necessary to permit the processing by Craft ai of the personal information of Subscriber and Subscriber’s personnel for purposes of the Services and these Terms. 3.5 Suspension of Services. Any use of the Services in breach of these Terms, Documentation or Order Form, by Subscriber or Users that in Craft ai’s judgment threatens the security, integrity or availability of the Services, may result in Craft ai’s immediate suspension of the Services. However, Craft ai will use commercially reasonable efforts under the circumstances to provide Subscriber with notice and an opportunity to remedy such violation or threat prior to such suspension. 4. FEES AND PAYMENT. 4.1 Fees. Subscriber will pay all fees specified in Order Form and provide accurate and updated billing contact information. Except as set forth in an Order Form, (i) fees are based on Services purchased and not actual usage; (ii) payment obligations are non-cancelable and fees paid are non- refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. 4.2 Payment and Invoicing. If the Order Form specifies that payment will occur by a method other than bank transfer, Subscriber will provide a purchase number in the applicable amount (or reasonable alternative proof of Subscriber’s ability to pays the fees specified in an Order Form, and promptly notify Craft ai of any changes necessary for payment of an invoice. If Subscriber provides credit card information to Craft ai, Subscriber authorizes Craft ai to charge such credit card for all Services purchased listed in the Order Form for the Initial Term and any Renewal Term (as defined in Section 13 “Term and Termination”). Such charges shall be made in accordance with billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a bank transfer, Craft ai will invoice Subscriber in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net thirty (30) days from the invoice date. 4.3 Overdue Charges. If any invoiced amount is not received by Craft ai by the due date, then without limiting Subscriber’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Craft ai may condition future subscription renewals and Order Form on payment terms shorter than those specified in the Section 4.2 “Payment and Invoicing”. 4.4 Suspension of Services and Acceleration. If any amount owing by Subscriber for the Services is thirty (30) or more days overdue (or fifteen (15) or more days overdue in the case of invoices to be paid by credit card), Craft ai may, without limiting any Subscriber rights and remedies, accelerate Subscriber’s unpaid fee obligations to become immediately due and payable, and suspend the provision of the Services until such amounts are paid in full. Craft ai will give Subscriber at least ten (10) days’ prior written notice that Subscriber Account is overdue before suspending Services to Subscriber. 4.5 Payment Disputes. Craft ai will not exercise its rights under Section 4.3 “Overdue Charges” and Section 4.4 “Suspensions of Services and Acceleration” if Subscriber is disputing the applicable charges reasonably and in good faith, and is cooperating diligently to resolve the dispute. 4.6 Taxes. Fees for Services are gross amounts and do not include any Taxes. Subscriber is responsible for paying all Taxes associated with its Order Form. If Craft ai have the legal obligation to pay or collect Taxes for which Subscriber are responsible under this Section, Craft ai will invoice Subscriber and Subscriber will pay the amount unless Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Craft ai is solely responsible for taxes assessable against its income, property and employees. 5. CONFIDENTIALITY. 5.1 Information Not Covered. Confidential Information does not include information for which Recipient can demonstrate by documentary evidence that (a) is publicly available at the time of disclosure to Recipient or which, after such disclosure, becomes publicly available through no fault of Recipient or its Affiliates; (b) is already lawfully in the possession or known to Recipient prior to being disclosed by Discloser and continues to be held in confidence in accordance with the terms on which it was obtained; (c) is independently developed by Recipient, without the use of, in whole or in part, any of Discloser’s Confidential Information; or (d) is lawfully provided or disclosed to Recipient by a third- party without any obligation of confidentiality and through no wrongful act of Recipient or such third- party. 5.2 Non-Use and Non-Disclosure. Recipient shall not, during or subsequent to the Term of these Terms, use Discloser’s Confidential Information for any purpose whatsoever other than in connection with performance of its obligations under these Terms, and Recipient shall reveal Confidential Information only to those officers, directors, employees, Affiliates, agents, legal and financial advisors, and authorized representatives of Recipient who need to know the Confidential Information and agree to act in accordance with Recipient’s obligations under this Section. It is understood that a Discloser’s Confidential Information will remain the sole property of Discloser. Further, Recipient shall take all reasonable precautions to prevent any unauthorized disclosure of Discloser’s Confidential Information. 5.3 Protection. To the extend Recipient receives Discloser’s Confidential Information, Recipient shall exercise the same level of care to protect Discloser’s Confidential Information that it exercises to protect its own Confidential Information of like importance, but no less than a reasonable standard of care consistent with the current industry standards, to protect the secrecy of and avoid disclosure, use, or loss of Discloser’s Confidential Information in order to prevent such Confidential Information from entering into the public domain or the possession of unauthorized persons, or otherwise becoming lost. To this end, each party will ensure that security measures are implemented and the data covered by such security measures are maintained at all times with the best available technology and in a manner consistent with best practices in the industry, as such technology best practices may evolve during the Term. Each party agrees to promptly notify the other party in writing of any wrongful disclosure or loss of the other party’s Confidential Information that comes to its attention. 5.4 Court Actions. If Recipient is required to disclose all or any part of the Confidential Information to any court, tribunal or government authority, (a) if legally permitted to do so, it shall as soon as possible give written notice to Discloser of such requirement and all relevant particulars thereof, to allow Discloser a reasonable opportunity to seek protective order or equivalent; and (b) it shall make a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be kept secret by protective measures appropriate for the sensitivity of the subject information and that the Confidential Information be used only for the purposes for which the order was issued. Subject to Recipient’s compliance with the above obligations and only to the extent it is legally compelled to do so, such disclosure shall not be deemed to be a breach of Recipient’s obligations under these Terms. 6. LICENSE AND PROPRIETARY RIGHTS. 6.1 Proprietary Rights. Subject to the limited rights expressly granted hereunder, Craft ai reserves all right, title and interest in and to the Services, the Software, Documentation and the Content, including all related intellectual property rights. No rights are granted to Craft ai except as expressly set forth in these Terms. 6.2 Craft ai Software. Craft ai grants Subscriber a non-exclusive, non-transferable, non- sublicensable and limited license for the term as specified in section 13 to use the Software solely in connection with the subscribed Services in accordance with the Order Form, Documentation and these Terms. 6.3 Access and Use of Content. Subscriber has the right to access and use applicable Content subject to the terms of applicable Order Form, Documentation and these Terms. 6.4 Subscriber Data. Subscriber grants Craft ai a worldwide, non-exclusive, revocable and limited license for the term as specified in section 13 to store, copy, transmit and display any program code created by or for Subscriber using Services or for use by Subscriber with the Services, and Subscriber Data, each as reasonably necessary for Craft ai to provide and ensure proper operation of Services in accordance with these Terms. Subject to this limited license, Craft ai acquires no right, title or interest from Subscriber under these Terms in or to Subscriber Data. 6.5 Feedback. Subscriber grants to Craft ai worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Subscriber or User. 6.6 Subscriber Proprietary Rights. Subject to the limited rights expressly granted hereunder, Subscriber reserves all right, title and interest in and to Predictive Models and Subscriber Data, including all related intellectual property rights. 7. LIMITATION OF LIABILITY. 7.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST PROFITS, LITIGATION COSTS, LOSS OF REVENUE, LOSS OR INTERRUPTION OF BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF THAT PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR A PARTY’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. 7.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CRAFT AI SHALL NOT BE HELD LIABLE FOR ANY AND ALL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OR MISUSE OF THE SOFTWARE BY SUBSCRIBER, SUBSCRIBER’S PERSONNEL AND USERS, OR OF THE PREDICTIVE MODELS. 7.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY BREACH OF PAYMENT OBLIGATIONS UNDER SECTION 4 “FEES AND PAYMENT”, CONFIDENTIALITY OBLIGATIONS UNDER SECTION 5 “CONFIDENTIALITY”, OR INFRINGEMENT OF INTELLECTUAL PROPRIETARY RIGHTS UNDER SECTION 6 “LICENSE AND PROPRIETARY RIGHTS”, A PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNT PAYABLE BY SUBSCRIBER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 8. WARRANTIES. 8.1 Limited Warranties. Craft ai warrants (“Warranty”) that during the Term of each Order Form (a) the Services will perform materially in accordance with Documentation; (b) Craft ai will not materially decrease the overall security of the Services; and (c) these Terms, Order Form and Documentation will accurately describe the applicable administrative, physical and technical safeguards for protection of security, confidentiality and integrity of Subscriber Data. Without limiting Craft ai’s obligations pursuant to Section 2 “Craft ai’s Obligations”, Subscriber exclusive remedies for a breach of a warranty above shall be to exercise the express rights described in Section 13.2 “Termination for Cause”. 8.2 Warranties Limitations. The Warranty does not apply (a) to unavailability of Services caused by factors outside of Craft ai’s reasonable control, including set forth in Section 16.5 “Force Majeure”; (b) to unavailability of Services that result from non-Craft ai Services, equipment and/or software of third parties where such equipment and/or software is not within the control of Craft ai; or (c) to unavailability of Services caused by abuse or misuse of the Services (or any component thereof) by Subscriber, Subscriber’s personnel or Users. 8.3 Disclaimers. EXCEPT AS EXPLICITLY SET OUT ABOVE, THE PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR ARISING BY STATUTE, INCLUDING WARRANTIES OF NON- INFRINGEMENT, MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. CRAFT AI DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. 9. INDEMNIFICATION. 9.1 Indemnification by Craft ai. Craft ai will indemnify and defend Subscriber against any Claim arising out of or in connection with, or alleging the Services or use of the Services by Subscriber in accordance with these Terms, infringe or misappropriate the third party’s intellectual property rights, provided Subscriber (a) promptly gives Craft ai written notice of the Claim; (b) gives Craft ai sole control of the defense and settlement of the Claim (except that Craft ai may not settle any Claim unless it unconditionally releases Subscriber of all liability related to the Claim); and (c) gives Craft ai all reasonable assistance in connection with the defense or settlement of such Claim, at Craft’s ai expense. If Craft ai receives information about an infringement or misappropriation claim related to Services, Craft ai may in its discretion and at no cost to Subscriber (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Craft ai’s obligations under Section 2 “Craft ai’s Obligations”; (ii) obtain a license for Subscriber’s continued use of Services in accordance with these Terms; or (iii) terminate Subscriber’s subscription for the affected-portion of Services upon thirty (30) days written notice and refund Subscriber any prepaid fees covering the remainder of the term for the terminated portion of the Services. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that Services are the basis of the Claim; (2) a Claim arises from the use or combination of Services or any part thereof with software, hardware, data, or processes not provided by Craft ai; (3) a Claim arises from Services under an Order Form for which there is no charge; (4) a Claim is based on traditional online storefront commerce functionality that is or was in general use in the industry; (5) a Claim arises from Content or Subscriber use of the Services in violation of these Terms, Order Form or Documentation; or(6) a Claim arises from Predictive Models. 9.2 Indemnification by Subscriber. Subscriber will defend Craft ai against any Claim arising out of or in connection with (a) Subscriber Data; (b) Predictive Models; or (c) Subscriber’s use of the Services in breach of these Terms, provided Craft ai (i) promptly gives Subscriber written notice of the Claim; (ii) gives Subscriber sole control of the defense and settlement of the Claim (except that Subscriber may not settle any Claim unless it unconditionally releases Craft ai of all liability related to the Claim); and (iii) gives Subscriber all reasonable assistance in connection with the defense or settlement of such Claim, at Subscriber’s expense. The above defense and indemnification obligations do not apply to the extent a Claim arises from the Services or Craft ai’s breach of these Terms. Except with respect to a dispute between Subscriber and Craft ai, Subscriber will reimburse Craft ai for all costs and reasonable attorney’s fees for responding to third party or governmental requests for information arising out of or in connection with Subscriber Data or Subscriber’s use of the Services. 9.3 Exclusive Remedy. This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section. 10. PRIVACY POLICY. 10.1 Craft ai will process personal information and Subscriber’s data in accordance with all applicable laws relating to data protection. 10.2 Notwithstanding what is provided in the privacy policy, Craft ai will (a) use or exploit Subscriber Data only for the purposes of these Terms, and on documented instructions of Subscriber; (b) guarantee the confidentiality of Subscriber Data; (c) in the event of expiration or termination of these Terms, or upon Subscriber written request, free of charge, destroy Subscriber Data and/or files that Craft ai may have been required to keep or create, in any form whatsoever for the purposes of these Terms, and will keep only backup copies in order to meet regulatory obligations; and (d) in the event of a Subscriber Data breach, which would create a risk for the rights and freedoms of Subscriber and/or Users, promptly notify Subscriber of the nature of the breach. It is understood that if the data is made incomprehensible, especially if it is encrypted, Craft ai will not be held to this notification. Craft ai will cooperate with Subscriber in order to take measures to remedy such Subscriber Data breach. 11. ANTI-CORRUPTION. Subscriber agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any of Craft ai’s personnel or agents in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Subscriber becomes aware of any violation of the above restriction, Subscriber will promptly notify Craft ai at contact@craft.ai. 12. EXPORT COMPLIANCE. The Services, Content, Software, and Documentation may be subject to export laws and regulations of the United States and other jurisdictions, and any use of transfer of the Services, Content, Software, and Documentation must be permitted under the laws and regulations. Each party represents that is not named on any U.S. government denied-party list or other government. Subscriber shall not enable use of the Services in an embargoed country (including Cuba, Iran, North Korea, Sudan, Crimea or Syria) or in violation of any export law or regulation. 13. TERM AND TERMINATION. 13.1 Term. These Terms are effective during the term of any Order Form that incorporates the Terms. The term of an Order Form shall be specified in the Order Form (“Initial Term”). Following the Initial Term, Order Form will automatically renew on an annual basis (each a “Renewal Term”, and together with the Initial Term, “Term”) unless terminated by either party in writing within three (3) months’ prior to the end of the Initial Term or the respective Renewal Term, as applicable. 13.2 Termination for Cause. Either party may terminate these Terms, effective immediately, upon (a) the filing of a petition in bankruptcy or for reorganization by or against the other party for the benefit of its creditors or the appointment of a receiver, trustee, liquidator, or custodian for all or a substantial part of the other party’s property, if such order of appointment is not vacated within thirty (30) days; (b) the assignment by the other party of these Terms contrary to the terms of these Terms; (c) the other party’s breach of its confidentiality obligations under Section 5 “Confidentiality”; (d) the material breach of these Terms by the other party, provided that the breach is not capable of remedy; (e) the material breach of these Terms by the other party, provided that the breach is capable of remedy but which has not been remedied within a period of thirty (30) days following receipt of written notice to do so, or (f) a Force Majeure pursuant to Section 16.5 “Force Majeure”. 14. INJUNCTIVE RELIEF. THE PARTIES ACKNOWLEDGE AND AGREE THAT IN THE EVENT OF A BREACH OF THESE TERMS BY A PARTY, THE NON-BREACHING PARTY MAY SUFFER IRREPARABLE HARM AND NO REMEDY AT LAW WILL AFFORD THE NON-BREACHING PARTY ADEQUATE COMPENSATION AGAINST SUCH HARM. ACCORDINGLY, THE PARTIES AGREE THAT THE NON-BREACHING PARTY SHALL BE ENTITLED TO SEEK AN ORDER RESTRAINING ANY BREACH OR THREATENED BREACH OF THE TERMS, IN ADDITION TO ANY OTHER AVAILABLE REMEDY AT LAW OR IN EQUITY. 15. GOVERNING LAW AND JURISDICTION. 15.1 The validity, interpretation, and performance of the Terms shall be controlled by and construed under the laws of France, without regards to its conflicts of law. The Paris Courts shall have exclusive jurisdiction over any claim arising under the Terms. 15.2 Notwithstanding the foregoing, Craft ai and Subscriber shall at all times have the right to commence proceedings in any other court of its choice for interim injunctive relief as provided for in Section 14 “Injunctive Relief” of these Terms. 16. MISCELLANEOUS. 16.1 Non-Assignment. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by either party, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other party, with the exception that either party may assign these Terms to one or more of its Affiliates or any successor entity(ies) resulting from a merger, acquisition, or consolidation, spin-off, divestiture, or otherwise succeeding to all or a substantial portion of its assets or business; provided that such Affiliate or successor entity(ies) is not a direct competitor of the other party. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void. 16.2 Notification of Claims. Each party agrees that it shall use its best efforts to notify the other promptly in writing if a party is notified in writing of any material actual or potential Claim that could materially affect either party’s ability to fully perform its duties or to exercise its rights under these Terms. 16.3 Notices. Any notice required or permitted under the terms of these Terms or required by law must be in writing and must be (a) delivered in person; (b) sent by email with a copy sent the same day via first class mail; or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address(es) set forth below. Notices will be deemed to have been given at the time of actual delivery in person, three (3) business days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service, except that notices of change of address will be effective only upon actual receipt. For Notices to Craft ai: CRAFT AI SAS Attn: Legal Counsel 8 rue de la Michodière 75002, Paris France Email: contact@craft.ai For Notices to Subscriber: XXX 16.4 Waiver. Any waiver of the provisions of these Terms or of a party’s rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time will not be construed as a waiver of such party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party’s right to take subsequent action. No exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce. 16.5 Force Majeure. Neither party shall be liable for any failure to perform or delay in performance hereunder that results from an Act of God, war, riot, explosion, flood, earthquake, or similar disaster, or government orders or restrictions, strike, or other labor troubles. If any failure or delay due to such force majeure continues for a period of more than forty-five (45) days, then either party may forthwith terminate the Terms upon written notice to the other party, without any further liability being attached to either party. 16.6 Severability. If any term, condition, or provision in the Terms is found to be invalid, unlawful, or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in the Terms. If the parties fail to agree on such an amendment, such invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law. 16.7 Integration and Amendments. The Terms contains the entire agreement of the parties with respect to the subject matter of these terms and supersedes all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. In the event of any conflict or inconstancy among the following, the order of precedence shall be (i) the applicable Order Form, (ii) the Terms, and (iii) Documentation. The Terms may not be amended, except by a writing signed by both parties. 16.8 Independent Contractors. The Terms shall not render either party an employee, partner, agent of, or joint venture with the other party in any way. Each party is and will remain an independent contractor in its relationship to the other party. Neither party shall have any Claim against the other party for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. 16.9 Restrictions on Publicity. Subscriber consents to Craft ai the use of Subscriber’s name and logo and general description of Subscriber’s relationship with Craft ai in press releases and other marketing materials, and appearances. 16.10 Survival. Any provision of these Terms which, either by its terms or to give effect to its meaning must survive, shall survive the cancellation, expiration or termination of these Terms including, without limitation, Sections 3 “Subscriber Obligations”, Section 4 “Fees and Payment”, Section 5 “Confidentiality”, Section 6 “License and Proprietary Rights”, Section 7 “Limitation of Liability”, Section 8 “Warranties” and Section 9 “Indemnification”.