GENERAL TERMS & CONDITIONS OF SERVICE IP-LABEL VERSION 6102.02 CONTACT: ip-label Tel.: 01 77 49 53 00 | Fax: 01 49 64 03 80 90 boulevard National, 92250 La Garenne-Colombes | www.ip-label.com SAS with capital of 549,728 € | RCS Nanterre B 327 139 309 | info@ip-label.com Reproduction or communication of any part of this document is not allowed without written consent from ip-label. ip-label General Terms and Conditions of Service Version 6102.01 2/13 Contents 1 DEFINITIONS 2 PROVISION OF THE SERVICE 3 CONSIDERATION FOR PROVISION OF THE SERVICE 4 TERM 5 USE OF SERVICES BY THE CLIENT 6 COLLABORATION BETWEEN THE PARTIES AND RIGHT OF ACCESS TO SERVICES 7 NOTICES 8 CONSIDERATION FOR THE PROVISION OF SERVICES 9 LIMITATION OF LIABILITY 10 CONFIDENTIALITY 11 NON ENTICEMENT 12 TERMINATION 13 SERVICE SUSPENSION 14 ASSIGNMENT 15 INTELLECTUAL PROPERTY 16 SEVERABILITY, INTEGRATION, HEADINGS, PRECEDENCE, AND INSURANCE 17 GOVERNING LAW AND JURISDICTION 18 PROTECTION OF PERSONAL DATA ip-label General Terms and Conditions of Service Version 6102.01 3/13 IP-LABEL GENERAL TERMS AND CONDITIONS OF SERVICE Version - 6102.02 1 DEFINITIONS In the present Agreement, the terms, words or expressions below shall have the following meaning unless expressly stated otherwise: 1.1 ”Access Code” means the combination of a user name and a password chosen by the Client to use the Service, to allocate, to modify or delete the access rights to the Service notably through the HTTP administration interface of the Service which the Service Provider makes available to the Client. 1.2 ”Associated Company” designates any judicial entity which controls, is controlled by, or is under the same control as a Party. The concept of control is defined in reference to article L233-3 of the French Commercial Code (Code de Commerce). 1.3 ”Agreement” designates jointly the Purchase Order, the present General Terms and Conditions, and the Particular Terms and Conditions along with their Annexes. It is specified that: a) ”Purchase Order” designates the order form relevant to the Service ordered and signed by the Client; b) ”General Terms and Conditions” designates the provisions of this document; c) ”Particular Terms and Conditions” designates the specific terms relating to a designated Service and/or service availability targets. 1.4 ”Client” designates the Party identified in the Purchase Order. 1.5 ”Confidential Information” designates the provisions of the Agreement and the information relating to this Agreement, in written or oral form, and which are not in the public domain. 1.8 "Fixed Charges” designates the recurring fixed charges due by the Client each year, each semester, each quarter or each month, as set forth in the applicable specific Purchase Order. 1.9 ”Improper Use of the Service” has the meaning set forth in Article 13.1 hereinafter. 1.10 ”Infringement Claim” designates the infringement by the Client of any intellectual or industrial property right through the use of Services, as stipulated in Article 2.4 hereinafter. 1.11 ”Initial Charges" designates the amounts due by the Client with respect to the implementation of the Service, as set forth in the applicable specific Purchase Order attached hereto. 1.12 ”Initial Period” has the meaning set forth in Article 4.1 hereinafter. 1.13 ”Notice” or “Notices” has the meaning set forth in Article 7.1 hereinafter. 1.14 ”Party” or ”Parties” designates individually or conjointly the Service Provider and/or the Client. 1.15 ”Personal Data” has the meaning set forth in the Regulation EU 2016/679 of the European Parliament on the Protection of Personal Data. 1.16 ”Renewal Period” has the meaning set forth in Article 4.2 hereinafter. 1.17 ”Representatives” has the meaning set forth in Article 10.1 hereinafter. 1.18 ”Service" or “Services” designates a service provided by the Service Provider as defined in the Particular Terms and Conditions and the Purchase Order signed by the Client. 1.19 ”Service Provider” designates the company IP-LABEL, a French ‘société par actions simplifiée’ with capital of 549,728 euros, whose registered headquarters are located at 90 Boulevard National - 92250 La Garenne-Colombes, France, registered with the Nanterre Register of Trade and Companies under the number ip-label General Terms and Conditions of Service Version 6102.01 4/13 B 327 139 309, represented by Mr. Eric Varszegi in his capacity of President and Chief Executive Officer, duly authorized for the purposes of the present Agreement. 1.20 ”Service Start Date” designates the date at which the Service provided by the Service Provider is operational and ready for use by the Client. 1.21 ”Service Suspension” has the meaning set forth in Article 13.1 hereinafter. 1.22 ”Target” means any application, mobile application (or ”app”), Internet site, mobile site, or any data transmission service using the IP protocol (electronic mail service, FTP account, voice over IP, etc.) designated by the Client for monitoring, analysis, or collection of user data, or evaluation of its performances or availability in the course of provision of the Service. 1.23 ”Third-Party Claim” designates any judicial procedure, request or claim brought against the Client by a third party, and resulting from the infringement of an intellectual property right through its use of the Services, as provided for in Article 2.4 hereinafter. 1.24 "User Charges” designates the charges due by the Client for Services on the basis of the principle ”pay for the Services you use”, as set forth in the applicable specific Purchase Order. 2 PROVISION OF THE SERVICE 2.1 The Service Provider undertakes to provide the Service in accordance with the Purchase Order, service availability targets, and the other provisions described in the Particular Terms and Conditions. 2.2 The Service Provider shall be entitled to modify a Service unilaterally (at no extra charge to the Client), provided that this modification does not substantially affect the Client’s use of the Service. 2.3 The Service Provider acknowledges that it has obtained or undertakes to obtain and, at all times, be in possession of all relevant authorizations required to perform its obligations under the Agreement. 2.4 The Service Provider therefore undertakes to defend and hold the Client harmless from all consequences which the latter might incur due to any judicial procedure, request or claim initiated by third parties (hereinafter a ”Third-Party Claim”) against it and resulting from the infringement by the Client of an intellectual property right through the use of the Services. Such a Third-Party Claim shall be designated as an ”Infringement Claim”. 2.5 In the event of a Third-Party Claim, the Client requesting indemnification and/or to be defended shall immediately advise the Service Provider of a Third-Party Claim by sending a Notice. The Service Provider shall then have the sole control of the response and defense against the Third-Party Claim. The Client shall provide (upon request from the Service Provider) any and all assistance reasonably required by the Service Provider to conduct its defense. 2.6 If the Service becomes (or if the Service Provider reasonably considers that it will become) the subject of an Infringement Claim, the Service Provider shall undertake (in addition to its obligations under Article 2.5), at its sole discretion, to either: (a) obtain, at its own expense, the right for the Client to continue its use of the Service, or, (b) modify or replace the Service at its own expense so that its use does not constitute any further infringement. 2.7 The above-defined obligations shall be the Service Provider’s sole obligations towards the Client and the only indemnities which the Client shall be entitled to claim against the Service Provider in the event of an Infringement Claim. In addition, the Service Provider shall bear none of the abovementioned obligations and shall have no liability towards the Client if the Infringement Claim is based on: (a) an unauthorized modification of the Service by the Client, or (b) use of the Service in combination with any services, capacities, hardware or software which has not been provided by the Service Provider. ip-label General Terms and Conditions of Service Version 6102.01 5/13 3 CONSIDERATION FOR PROVISION OF THE SERVICE 3.1 As consideration of the provision of the Services by the Service Provider, the Client shall pay: (a) Initial Charges; (b) Fixed Charges; (c) User Charges. 3.2 The Client shall also pay fees (hereinafter designated as ”Additional Charges”) in accordance with the standard rates applicable by the Service Provider in the event of a mission by a technician from the Service Provider in accordance with the provisions set forth in the Particular Terms and Conditions and in the event of an intervention by a technician from the Service Provider when said intervention: a) has the purpose of correcting a hardware or software problem and the technician is unable to gain immediate access to said hardware and software because of the Client or the Client’s providers; b) has the purpose of correcting a hardware or software problem whose origin is an update, a reconfiguration, or a modification of a Target carried out by the Client or the Client’s providers without prior written validation from the Service Provider, or hardware, software or a service provided by the Client or the Client’s providers; c) is carried out in response to a request from the Client and no problem is subsequently found in any of the Service Provider’s hardware or software; d) is carried out in response to a request from the Client for a problem encountered previously (or anticipated by the Service Provider) and about which the Service Provider had issued recommendations and warnings with which the Client and/or the Client’s providers failed to conform; and e) is required to finalize a hardware or software installation which should have been carried out on an initial date set by agreement between the Parties and which failed to be completed because the Client was not prepared when the technician arrived on the Client’s premises on the scheduled date. 3.3 The Service Provider reserves the right to modify the applicable Additional Charges provided that it gives notice to the Client at least thirty (30) days prior to the entry into force of the modification. 3.4 At the end of the Initial Period and of each Renewal Period of the Agreement, the financial terms and conditions of any Service provided under the Particular Terms and Conditions shall be revised in accordance with the following formula: P = PO x (L / LO), where: P stands for the revised fees for Services; PO stands for Initial Charges of the Services as of the date when the Client signed the Purchase Order pertaining to the Service; L stands for the most recently published SYNTEC convention as of the date of the revision; LO stands for the most recently published SYNTEC convention as of the date when the Client signed the Purchase Order pertaining to the Service. 3.5 In the event the index ceases to exist, the Parties shall define a new index which shall be chosen in such a way as to conform as closely as possible to the previously existing index and to the spirit of the agreement between the Parties when drafting the revision clause. In the absence of an agreement between the Parties on a new index, jurisdiction is shall lie expressly with the President of the Tribunal de Commerce de Paris to define an index which shall be used in the revision formula. 4 TERM 4.1 The initial duration (hereinafter the “Initial Period”) of a Service and the start date of the Initial Period are set forth in the Particular Conditions. ip-label General Terms and Conditions of Service Version 6102.01 6/13 4.2 At the expiry of the Initial Period, the Service shall be tacitly renewed for a duration identical to that of the Initial Period (each renewal period shall be designated hereinafter as a ”Renewal Period”). 4.3 Each of the Parties shall be entitled to terminate the Service as of right, without indemnity, judicial formality nor compensation for either Party by giving notice three (3) months’ prior to the expiry of the Initial Period or of any Renewal Period. Notice of termination shall be sent to the other Party in the form of a Notice as stipulated in Article 7 hereinafter. 5 USE OF SERVICES BY THE CLIENT 5.1 The Client acknowledges its awareness of the terms of use of the Services, their characteristics, and their limits, and in particular acknowledges that: (i) the data transmissions over the internet have relative technical reliability only, because the data circulates on a variety of networks having diverse characteristics and technical capacities, which may be saturated or unavailable at certain times of day, (ii) as services which involve storage of digital data, the storage areas may be located anywhere, and the computer data may in this way be disseminated, reproduced, represented, and more generally distributed without geographical limits, (iii) the Services provided by the Service Provider may, despite reasonable security measures applied by the Service Provider, be subject to unauthorized intrusions by third parties and the data transmitted or stored may consequently be corrupted. 5.2 The Client undertakes to conduct all reporting formalities or requests for authorizations necessary for the use, operation and implementation of the Services and pay any tax or duty due as such. 5.3 The Client undertakes to sign maintenance contracts for the hardware and software which belong to the Client and are necessary for the performance of the Agreement. 5.4 The Client shall be held responsible for all Targets, their operation, and access to them through the Service. 5.5 The Client acknowledges and guarantees for each and every item of all Targets that (a) the Target, its data or use of its data shall not violate or infringe the intellectual property rights or rights of privacy or any other rights of a third party, and shall not be otherwise illegal, and (b) the Target shall not contain any virus, logic bomb, or other malicious code. 5.6 In the event the Service Provider reasonably deems that an item of equipment belonging to the Client or under the Client’s responsibility or a Target is the cause of or is likely to cause disturbance or peril, and notifies the Client, the Client shall take all necessary measures to solve the problem. Regardless of whether a solution is implemented, if the Client does not solve the problem rapidly, the Service Provider is entitled to suspend immediately the Services and/or remove the item in question. 5.7 The Service Provider is entitled to remove immediately any item which violates or infringes any right of a third party. 6 COLLABORATION BETWEEN THE PARTIES AND RIGHT OF ACCESS TO SERVICES 6.1 Implementation of the Service requires the intervention of all of the Parties and their close cooperation throughout the term of the Agreement. Consequently, the Parties respectively undertake to collaborate continuously in the context of the performance of the present Agreement. 6.2 The Client shall use the Service in accordance with the following rules: a) the Client shall determine the initial rules of security and the database of users authorized to access the Services (hereinafter "Service Access Information") and shall inform the Service Provider of it in writing; b) the Client shall indicate to the Service Provider in writing any and all changes to the Service Access Information; and c) the Service Provider ip-label General Terms and Conditions of Service Version 6102.01 7/13 shall configure the Service with the Service Access Information and shall give the project manager the secure identification keys (hereinafter individually designated ”Access Key”) or any other similar means as well as the names of users and associated passwords for use of the Services (hereinafter individually designated ”Access Code”). The Client shall use the Access Keys and Access Codes in conformity with the reasonable instructions provided by the Service Provider. The instructions may be modified on a regular basis. The Client shall have sole responsibility for the security of Access Keys or Access Codes. The Service Provider shall retain sole ownership of all Access Keys, and the Client undertakes to return them to the Service Provider immediately when either of the two following events arises: the Access Key is deactivated or the Agreement has reached its term. "Means of Access" means Access Keys or Access Codes. The Client shall immediately notify the Service Provider of the loss, theft, or faulty operation of an Access Key or if it has reason to believe that a Means of Access has been misappropriated. If it deems necessary, the Service Provider shall be entitled to deactivate and immediately replace a Means of Access (or ask the Client to select a new one). The Service Provider reserves the right to suspend any access to the Service that is performed by a Means of Access should any of the following events arise, and until Service Provider replaces the Means of Access or the Client has chosen another (depending on the case) or the problem that caused access to be suspended is resolved to the satisfaction of the Service Provider: (i) the Service Provider receives notice from the Client as set forth in Article 7 hereinafter; (ii) The Service Provider has due cause for suspecting that a Means of Access has been misappropriated; (iii) there is a Service Suspension; (iv) the Service Provider has due cause for deeming that the Client has not fulfilled, is not fulfilling, or will not fulfill its obligations under the Agreement; (v) the Service Provider has due cause for suspending access that is performed by the Means of Access in question. 6.3 The Client shall be responsible for any access to the Services that is performed by the Client’s Means of Access, including but not limited to ensuring against (a) fraud and any other unlawful use of its Means of Access, (b) unauthorized changes and any other unauthorized behavior, and (c) any suspicious use or other suspicious activity conducted using the Client’s Means of Access. 7 NOTICES 7.1 The various notices mentioned in the Agreement (hereinafter ”Notices”) shall be sent by registered letter with return receipt. The Parties shall consider the date of initial delivery stated on the return receipt as the binding date of reception of the Notice by the Party in question. 7.2 Any Notice shall be sent to the persons designated by each Party as the persons in charge of the performance of the Agreement (the project manager, for the Client). Each Party shall designate in the Purchase Order one person in charge of the performance of the Agreement. All other documents and correspondence between the Parties shall be sent to these persons only. 7.3 In the event the person in charge of the performance of the Agreement is replaced, the relevant Party shall send, within five (5) days of such replacement, a Notice to the other Party to inform it of the identity of the newly designated person in charge of the performance of the Agreement. 8 CONSIDERATION FOR THE PROVISION OF SERVICES 8.1 Initial Charges shall be paid on the date of the signing of the Agreement. 8.2 Fixed Charges shall be paid in advance each year, each semester, each quarter or each month, on an annual, half-yearly, quarterly, or monthly basis as set forth in the Purchase Order, and starting on the Service Start Date unless otherwise stipulated in the Purchase Order. 8.3 User Charges shall be paid monthly in arrears following use of the Services during the previous calendar month. When User Charges are invoiced by rate band, any band or part thereof is due in full, not pro rata by the Client’s use of the Service. ip-label General Terms and Conditions of Service Version 6102.01 8/13 8.4 Whatever the charges invoiced, they shall be paid within a maximum of thirty (30) days following the invoice date. 8.5 Payment of all sums due under the present Agreement can be made by wire transfer, cheque or any other means which the Service Provider shall reasonably request. 8.6 Any payment shall correspond to the entirety of the sums due, without any deduction, set-off, cancellation or any other adjustment. 8.7 In the event of failure to comply with the payment term set forth in Article 8.4 above and without prejudice of any and all other rights it may have, including but not limited to suspension or termination of the Agreement and/or Services, the Service Provider shall be entitled to require the payment of daily interest. Such interest shall be payable by operation of law as from the due date on the invoice until the date, inclusive, when all sums are paid. Such late payment interest shall be calculated on the basis of an annual rate equal to three (3) times the legal interest rate, corresponding to the interest rate practiced by the European Central Bank at the time of its latest refinancing operation, increased by ten (10) percentage points. This interest shall continue to accrue on all amounts outstanding, regardless of the expiry or termination for any reason of the present Agreement. 8.8 Late payment interest shall not be applied (and the invoice date shall not be taken into account) in the event the Client contests, in good faith, the amount invoiced by the Service Provider, on the condition that the Client: a) pays all uncontested invoiced amounts by their due date; b) sends the Service Provider a contestation Notice stating the contested amount prior to its due date; c) cooperates with the Service Provider to rapidly resolve the contestation; and d) undertakes to pay the amount agreed on between the Parties at its new due date, that is within five (5) days as of the resolution of the contestation. 8.9 All charges are expressed exclusive of V.A.T. and of any and all applicable tax as of the invoicing date. 8.10 In the event of contestation of all or part of the invoiced amounts, the Client undertakes to pay the sums corresponding to the uncontested amounts of the invoice in question, in accordance with the term set out in Article 8.4 above. 8.11 The Client undertakes to promptly communicate to the Service Provider, upon request, any relevant information relating to its current financial situation. 8.12 In addition, the Service Provider reserves the right to request from the Client a deposit or any other type of warranty of payment (including an increase of the existing warranty) in the event of substantial alteration of the financial situation or in the event of considerable and/or additional orders or use of Services. 9 LIMITATION OF LIABILITY 9.1 For the performance of the Agreement, the Service Provider undertakes to make its best efforts to implement the technical means for intervention and assistance to ensure regular operation of the Service. 9.2 The Service Provider shall not be held liable for the delays or non-performance of its contractual obligations resulting from events outside its reasonable control, including such events as: government action, weather disturbances, labor conflicts other than those between the Service Provider and its employees, absence or suspension of electrical power, lightning or fire, decision of a national or international administrative authority or of any competent authority, war, public disorder, actions and omissions of digital communications operators, or events outside the reasonable control of the Service Provider’s suppliers. 9.3 The Service Provider does not guarantee that the Service operates or will operate without interruption. In the event of a failure of the Service, the Service Provider shall notify the Client of the failure in question, informing the Client of the nature of said failure, and shall make its best efforts to remedy it in accordance with service availability targets specified in the applicable Particular Terms and Conditions. ip-label General Terms and Conditions of Service Version 6102.01 9/13 9.4 Neither Party shall be held liable, for any reason whatsoever, for the following damages: a) loss of revenues, business, contracts, clientele, savings, profits or data – the term “loss of savings” shall mean any expense which one of the Parties intends to avoid or to undertake at a lower cost by using the Services; or b) any indirect damage which may occur during the performance of the Agreement. 9.5 In addition, each of the Parties shall be solely and exclusively liable for the provision of its own services to its own clients and shall resolve with them the disputes which may arise in the course of provision of the Services. 9.6 In the event that the Service Provider is held liable in connection with the performance of the Agreement, it is hereby expressly specified that its liability shall not exceed the sums effectively paid by the Client for the provision of the Services during the twelve (12) months preceding any direct damage or for any series of direct damages resulting from the same facts in connection with the Service Provider’s liability, within the fixed limit of one hundred and fifty-two thousand euros (€152.000). 9.7 The provisions of this article include restrictively all conditions applicable to the liability of each of the Parties within the performance of the Agreement. 10 CONFIDENTIALITY 10.1 The provisions of the Agreement and the information, whether written or oral and which are not in the public domain and relate to the present Agreement (hereinafter the “Confidential Information”), shall be kept confidential and shall not be disclosed, in whole or in part, to any person other than the executive management, administrators, employees or representatives of a Party (collectively the “Representatives”) who need to have knowledge of the Confidential Information in order to negotiate, sign and perform this Agreement. Said Confidential Information shall not be used for any other purpose. 10.2 Each Party undertakes to inform its Representatives of the private nature of the Confidential Information and to order these persons to treat said Confidential Information in accordance with the provisions of the present article. The Parties shall be authorized to disclose Confidential Information (i) upon order of a court or by a duly empowered administrative body, (ii) upon request or order of a duly empowered agency or regulatory body or in accordance with a regulation of such, (iii) if reasonably necessary in the course of an action raised in application of the Agreement, (iv) to the independent legal counsels or auditors of either Party, (v) to the sub-contractors of either Party, and (vi) to any authorized assignee in accordance with the Agreement, provided that the assignee undertakes, in writing, to be bound by the provisions of this article. 10.3 This article shall apply for the entire duration of this Agreement and shall remain in force following the termination of the Agreement for a period of three (3) years. 11 NON ENTICEMENT 11.1 The Client undertakes, for the duration of the performance of the Agreement and until the end of the twelfth month after its termination or non-renewal for any reason, to refrain from (i) enticing, directly or through an intermediary, any employee or corporate officer of the Service Provider to terminate his/her relationship with the Service Provider, or (ii) entering into any contract, directly or indirectly, with an employee or corporate officer of the Service Provider. The Client shall refrain from conducting either of the aforesaid activities directly or indirectly, in particular as a sole operator, associate, shareholder, investor, corporate officer, employee, agent, or consultant of any legal person or of any unincorporated entity of any nationality. ip-label General Terms and Conditions of Service Version 6102.01 10/13 12 TERMINATION 12.1 In the event of a failure to fulfill any contractual obligations, including but not limited to the obligation to issue payment of the invoices as set forth in Article 8 above, the non-defaulting Party shall send the defaulting Party a Notice of breach of the Agreement specifying the nature of the breach in question. 12.2 In the event the defaulting Party fails to remedy its breach within thirty (30) days of the date of the Notice of breach referred to in Article 12.1 above, the non-defaulting Party shall then be entitled to terminate the Service in question unilaterally, automatically and without the need for recourse to any court or tribunal to confirm such termination. This termination shall be immediate and effective as of the date of the termination Notice. 12.3 Furthermore, notwithstanding the above and to the extent permitted by the relevant legal provisions, the Service Provider shall be entitled to terminate the Agreement unilaterally, automatically and without the need for recourse to any court or tribunal to confirm the termination, provided that the other Party files for or is submitted to (i) a conciliation or rescheduling procedure for its debts towards its creditors; (ii) a procedure to aid companies in difficulty; or (iii) administration or compulsory liquidation proceedings or any similar procedure. 12.4 The fact, for either Party, of exercising its right to terminate in accordance with the provisions of the Agreement shall in no event affect or hinder its rights to raise any and all actions or procedures available to it nor its potential claims for damages before the competent courts. In this respect, in the event of unilateral termination by the Service Provider in accordance with the present Article 12, the Service Provider shall be entitled to claim (without prejudice to its other rights and remedies) from the Client payment of the Early Termination Charges which the Client would have been under the obligation to pay upon Early Termination by the Client. 12.5 Furthermore, in the event that the Agreement is terminated, (i) all licenses and user rights shall expire, notwithstanding any stipulation to the contrary; (ii) the Client shall remove all of the Service Provider’s software from all of the hardware, hard disks, and other storage media that have not been returned to the Service Provider, and shall destroy all copies of said software remaining in the Client’s possession or under its control, and (iii) access to the Services shall expire, without refund of any monthly payments made in advance. 13 SERVICE SUSPENSION 13.1 The Service Provider shall be entitled to suspend or block access to any or all of the Services immediately and without notice (each designated singly hereinafter as a "Service Suspension") for any of the following reasons: a) to comply with any law, regulation, court ruling, or other administrative request or injunction requiring immediate action; b) to avoid any interference likely to cause damage or to degrade the Service Provider’s hardware or software and the hardware or software of other Clients of the Service Provider; c) to prevent the Service from being used in such a way as to cause or be likely to cause liability for the Service Provider or in violation of any law or regulation, whether such use is made by the Client or any other person or entity using the Service with or without the Client's consent or authorization. Such uses shall be designated hereinafter as “Improper Use of the Service”; d) to avoid any loss when the Client does not pay any amount due by its due date or within ten (10) days of receipt of a payment Notice sent by the Service Provider. 13.2 The Service Provider undertakes to reinstate provision of the Service provided that the Client remedies the cause of the Service Suspension and pays the Service Provider the Service reinstatement charges. In the event that the Client does not remedy the cause of the Service Suspension or does not pay the Service reinstatement charges, the Service Provider shall be entitled to terminate the Agreement as of right and without any legal formality. In such an event, the Service Provider shall be entitled to claim (without prejudice to its other rights and remedies) from the Client payment of the Early Termination Charges which the Client would have been under the obligation to pay upon Early Termination by the Client. ip-label General Terms and Conditions of Service Version 6102.01 11/13 13.3 The Client acknowledges that it has obtained or undertakes to obtain and, at all times, be in possession of all relevant authorizations required to perform its obligations under the Agreement and to use the Service. 13.4 Consequently, the Client undertakes to indemnify and hold the Service Provider and its Associated Companies (including their executives, managers, employees and representatives) harmless from all consequences which they might incur due to a Third-Party Claim against them because of performance of their obligations under the Agreement unless it is generated by failure to perform, and resulting from: (a) Improper Use of the Service, (b) the use, for any Service, of capacities, services, hardware and/or software not provided by the Service Provider, (c) non-payment by the Client of any duties or taxes by their due date, (d) failure by the Client to fulfill any of its obligations or warranties set forth in the Agreement. 14 ASSIGNMENT 14.1 Neither Party shall be entitled to assign or transfer this Agreement nor any rights or obligations under this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably denied or withheld). 14.2 However, a Party shall be entitled to assign or transfer this Agreement (provided that it informs the other Party in writing) or all or part of its rights or obligations under the Agreement to an Associated Company provided that the Associated Company has the financial, technical and administrative means necessary to perform all of the obligations under the Agreement. 15 INTELLECTUAL PROPERTY 15.1 All of the intellectual and industrial property rights belonging to the Service Provider shall remain its property and, unless stipulated otherwise in the Particular Terms and Conditions, no article in this Agreement shall be construed as granting the Client any right or license to said intellectual and industrial property rights. Consequently, each Party undertakes to refrain from using or copying such intellectual and industrial property rights without the consent of the other Party. 15.2 The Service Provider shall not disclose to a third party, even free of charge, any of the measures undertaken in the course of performance of the Services nor publish them without the prior express consent of the Client. However, the Service Provider shall be entitled to reuse measurement results solely for statistical, aggregation or consolidation purposes provided that neither the source of such results nor the Client shall be identifiable at any time. 15.3 In the event that intellectual and industrial property rights are created by either Party in the course of performance of this Agreement, that Party shall remain the sole owner of those rights. 15.4 With regard to any license granted for the software provided to the Client by the Service Provider in the course of the Service, the Client undertakes: to use the software for its own usage only and therefore to refrain from providing all or part of the software elements to any other person or entity for any reason whatsoever; to refrain from developing or marketing identical software or software which is likely to compete directly or indirectly with the software provided; to refrain from modifying, adapting, correcting or adjusting the software elements provided without express prior consent from the Service Provider in writing; to refrain from correcting any bugs or errors affecting the software, the Client expressly leaving the burden of such corrections to the Service Provider; to refrain from reverse engineering, decompiling or any other action of a similar nature; to immediately notify the Service Provider if the Client is aware of any software piracy or, more generally, of any actual or potential infringement of the intellectual property rights of the Service Provider or of any owner of rights relating to the software; and generally to cooperate with the Service Provider to ensure protection of the Service Provider’s intellectual property rights. ip-label General Terms and Conditions of Service Version 6102.01 12/13 16 SEVERABILITY, INTEGRATION, HEADINGS, PRECEDENCE, AND INSURANCE 16.1 In the event that a provision of the Agreement is unenforceable, invalidated, cancelled or unlawful, the Agreement shall be deemed to be amended, but solely to the extent necessary to render all of the other provisions applicable, provided that the Agreement, as amended, remains in accordance with the initial intent of the Parties. 16.2 The Agreement shall supersede, cancel, and render void all other arrangements, proposals and contracts, both oral and written, that were concluded between the Parties prior to the signing of the Agreement. 16.3 The headings of the articles and provisions of the present Agreement serve solely to clarify the organization of the text of those articles and provisions. No interpretation of any kind should therefore be inferred from them in connection with the Agreement or its contents. 16.4 In the event a contradiction arises between the provisions of the Agreement documents, the Parties agree that the order of precedence between Agreement documents shall be interpreted as follows, in descending order: (i) the Purchase Order signed by the Client; (ii) the provisions in the Particular Terms and Conditions; (iii) the provisions of these General Terms and Conditions. 16.5 Each of the Parties declares that it has subscribed an insurance policy covering its professional civil liability. Each Party shall pay all premiums and deductibles of the insurance policy it has subscribed, and shall provide the other Party, on request, with any certificate of insurance that has a bearing on the Agreement. 17 GOVERNING LAW AND JURISDICTION 17.1 The Parties agree that the Agreement shall be governed by the laws of France. 17.2 In this respect, any dispute arising from the performance or non-performance and/or the interpretation of this Agreement shall be referred to the relevant courts under the jurisdiction of the Cour d’Appel in Paris, France. 18 PROTECTION OF PERSONAL DATA 18.1 Pursuant to the provisions of Regulation EU 2016/679 of the European Parliament and Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, the information about natural persons collected in the performance of the present Agreement shall not be used and shall not be communicated for any reason other than administrative purposes or to fulfill contractual, legal, or regulatory requirements. 18.2 The Client agrees that the personal data collected by the Service Provider in the context of the present Agreement constitute “personal data” as defined in Regulation EU 2016/679 referred to above. By signing the Agreement, the Client gives consent for the Service Provider to transmit such personal data to any Associated Company or third party to meet the requirements of the Services or to comply with applicable legal provisions. Each of the Parties undertakes to comply with Regulation EU 2016/679 of the European Parliament and Council on the protection of natural persons with regard to the processing of personal data and on the free ip-label General Terms and Conditions of Service Version 6102.01 13/13 movement of such data, as well as with any other currently applicable or future legislation relevant to the protection of personal data, in addition to the “IP-LABEL Personal Data Ethics and Protection Charter”. 18.3 The Service Provider therefore shall be entitled to store personal data of the Client and/or of the users of the Service for two (2) years in log files for the purpose of proof, for the purpose of maintenance of the Service Provider’s infrastructures or of the Services, and for the purpose of checking that the Client and/or the users make no Improper Use of the Service and abide by any agreement concluded between the Parties. 18.4 Within the limits set forth by applicable legal provisions on the protection of privacy, the Service Provider shall be entitled to monitor the use of the Service (and to disclose or otherwise use the information which it obtains in doing so) solely to (a) comply with any applicable law, regulation, or administrative request or decision, (b) check that the Client and/or the users make no Improper Use of the Service and abide by any agreement concluded between the Parties, (c) protect the integrity of the rights of the Service Provider, and (d) provide its Services in accordance with the provisions of the Agreement. 18.5 The Client shall bear sole responsibility for filing declarations or appropriate requests for authorization with the relevant authorities in accordance with the provisions of the present Article and those of the "IPLABEL Personal Data Ethics and Protection Charter".