SAAS GENERAL TERMS OF SERVICE ARTICLE 1. DEFINITIONS For the purposes hereof, each of the terms below will have the meaning given to it below, or, where appropriate, the definition given to it in the Development Agreement: - “Anomaly” means any malfunction that either prevents the normal use of all or part of the Product, or causes an incorrect result or action when the Product is used normally and in accordance with its intended purpose. Anomalies are divided into three (3) categories: Blocker, Major, and Minor. The severity of an anomaly is determined using the following criteria: • “blocker”: (i) A central feature of the Product is no longer operational and no workaround exists, or (ii) the Anomaly results in risks to individuals or heightened risks to Customer’s activities concerned by the use of the Product, or (iii) the Anomaly results in a risk of data loss or corruption. • “major”: the use of a secondary feature of a Product is rendered impossible and no workaround exists. • “minor”: the Anomaly creates an inconvenience in the use of the Product but can be circumvented, or the Anomaly has little or no effect on the use of the Product. - “Agreement”: means this subscription agreement and any appendices and amendments to it, which constitute an integral part thereof. - “Subsidiaries”: means any current or future entity directly or indirectly controlled by Cosmo Tech or the Customer; for the purposes of this definition, “control” will have the meaning given to it in article L. 233-3 of the French Commercial Code, for as long as this control remains effective. - “Subscription” has the meaning given to it in article 4.1 hereof. - “Update”: means an update to the Product. - “Product”: means the solution published, hosted, updated, and maintained by Cosmo Tech as precisely identified in Appendix 4. - “Guaranteed Response Time (GRT)” has the meaning mentioned in Appendix 2. - “Third Party”: means any public or private legal entity or natural person that is not a Party or a Subsidiary of either Party. - “Authorised Users”: means Customer’s named end users with usage rights allowing them to use the Product under the Agreement, within contractually agreed conditions. ARTICLE 2. SUBJECT MATTER – CONTRACTUAL DOCUMENTS The Agreement is an expression of the Parties’ desire to define (i) the terms and conditions governing the use of the Product included in the Subscription, (ii) the terms of performance of the associated maintenance, update, and hosting services included in the Subscription (the “Associated Services”), and (iii) the additional services ordered by Customer (the “Services”), whether they are included in the order appended hereto and/or in a later price quotation. The Agreement is composed of this document and any amendments to it, as well as any order in which Customer orders (i) new Subscriptions to the Product and/or (ii) Services pertaining to the Product. Any modifications to the Agreement must be made by way of an amendment signed by the representatives of each Party. No changes can be made to the Agreement without an amendment signed by the Parties. CHAPTER A – TERMS OF SUBSCRIPTION ARTICLE 3. THE PARTIES’ OBLIGATIONS REGARDING THE USE OF THE PRODUCT 3.1. Customer represents that it has all of the information at its disposal, as a professional specialised in its field of business, required to determine whether the Product is suited to its needs. 3.2. Customer is solely responsible for ensuring the suitability of the Subscription level and the number of Subscriptions with regard to its needs. 3.3. To ensure the satisfactory performance of the Agreement, Customer covenants to: - test the Product before deciding to use it, either alone or with the assistance of Cosmo Tech in the context of the Agreement; - prepare the technical environment and the information needed for the Product to be used in accordance with its specifications; - regardless of the circumstances, take every necessary precaution to ensure its ability to deal with a Product malfunction during use, particularly by implementing emergency, data security, and troubleshooting procedures and by regularly monitoring results; - precisely describe its needs in every circumstance and ensure that the Product is able to meet them. Customer is responsible for its use of the Product and the data it processes, particularly the use of the results of simulations performed with the Product and the decisions made using these results. ARTICLE 4. SCOPE OF THE LICENCE TO USE THE PRODUCT 4.1. Cosmo Tech grants to the Customer a licence to use the Product within the limits set forth in Appendix 1, according to the level chosen by Customer (the “Subscription”). Each Subscription ordered by Customer will grant Customer a licence to use the Product limited to _______ (__) Authorised Users. Each Subscription giving rise to a duly paid purchase order results in a personal, non-exclusive, non-transferable, non-assignable, and non-sublicensable licence, which only Authorised Users have a specific right to use. Access to the source code is not allowed for. 4.2. Except where such a restriction is prohibited by law, Customer covenants to use the Product solely within the limits specified in the Agreement, and, as such, to restrict its use: - to the maximum number of Authorised Users; - to exclude all unauthorised use and/or use not explicitly provided for in the Agreement; and - to exclude all third parties from outside of its company. Customer covenants to ensure that only Authorised Users are granted access to the Product. Customer is prohibited from selling, providing, lending, renting, sublicensing, leasing, or granting other rights to the Product, or, more generally, furnishing all or part of the Product to a third party. Customer covenants to use the Product exclusively in the form of object codes. Unless Customer obtains prior written consent from Cosmo Tech, Customer covenants to not directly or indirectly do any of the following, or to allow any of the following to be done, with regard to all or part of the Product: - copy, decompile, disassemble the Product; - attempt to derive, decrypt, or modify the source code of the Product; - create derivative works of the Product; - reverse engineer the Product; - use all or part of the Product in offices or managed services; - conduct remote transmission of the Product and/or its networking, including on the internet; - distribute the Product in any other form; - make any alterations, corrections, arrangements, translations or modifications to or of the Product; - correct any defects of the Product; - use the Product for purposes that violate the law or standards of moral conduct and/or infringe the rights of others. Any violation of the terms of this article constitutes infringement of the rights of Cosmo Tech and a breach of the Agreement. 4.3. Term of Subscription Unless otherwise specified in Appendix 1, the first Subscription is for a period of twelve (12) months, to be counted from the first day of the month following the signature of the certificate of acceptance of the Product in accordance with article 7 (the “Subscription Period”). The length of any later Subscriptions will be based on the Subscription Period, and the price therefore will be prorated for the time remaining until the end of the Subscription Period. 4.4. Subscription Level At the time the order is placed, Customer chooses a Subscription level (Basic, Standard, Premium, or Platinum) and specifies it in Appendix 1 by ticking the applicable box. Accordingly, Customer acknowledges that its use of the Product is limited to an internal, personal use, within the limits of the Subscription level it specifies in Appendix 1. Customer’s choice of Subscription level entitles Customer to benefit from certain features that are not accessible at all levels. Any later Subscription by purchase order, as stipulated in article 13.1, must be at least at the same level as the initial Subscription. 4.5. Customer’s Request to Switch to a Lower or Higher Subscription Level The Customer shall request a quotation to Cosmo Tech in order to change to a Lower or Higher Subscription Level. - . 4.6. Authorised Uses Customer may run the number of simulations and scenarios specified in Appendix 1, which number depends on the Subscription level. Customer is prohibited from engaging in standalone use of the Product for commercial purposes, both on its own behalf and on behalf of Third Parties, as well as any standalone use in exchange for remuneration from Third Parties, particularly any use for the purposes of selling services based on the use of the Product. Use of the Products to submit bids for calls for tenders issued by Third Parties is permitted. ARTICLE 5. INTELLECTUAL PROPERTY 5.1. Cosmo Tech owns all of the intellectual property rights to the Product and/or holds all rights necessary to grant Customer the rights to the Product described herein. Cosmo Tech retains all intellectual property rights to the Product. The licence to use the Product granted in the Agreement does not result in the transfer of any rights to the Product whatsoever other than a temporary licence to use the Product as defined herein. The Agreement does not, under any circumstances, constitute a transfer of the all or part of the Product to Customer or to a third party, regardless of the media, format, or manner in which the Product is made available. Any development, settings, configuration, and/or interface or API development for the purposes of ensuring the Product functions as intended, including those carried out at Customer’s Request (“Tailored Developments”), as well as all intellectual property rights to them, are exclusively owned by Cosmo Tech, who grants a licence to use them as part Subscription, with this licence being limited to the sole needs arising out of the Agreement. 5.2. Customer acquires no rights to the source code of the Product and/or Tailored Developments. Cosmo Tech solely reserves the right to modify them to improve them or correct any defects they might contain. 5.3. Any Product documentation that Cosmo Tech might provide is and will remain the sole exclusive property of Cosmo Tech. Customer covenants to not reproduce any such documentation without prior written consent from Cosmo Tech. 5.4. Should Customer require information that is vital to ensuring the interoperability of the Products with another tool independently developed by Customer, for a use that is consistent with Agreement and with the Product’s intended purpose, Customer covenants to consult with Cosmo Tech before carrying out any such operation. In this case, Cosmo Tech will provide the information required to ensure the planned interoperability, subject to financial conditions determined by an addendum to the Agreement. Customer is prohibited, under any circumstances, from incorporating the Product into one of its own tools. 5.5. The rights granted under the Agreement are limited: Customer only acquires the rights specifically stipulated in the Agreement, and Customer covenants to use the Product and the Tailored Developments in a manner consistent with this. 5.6. Customer covenants to not directly or indirectly infringe the rights of Cosmo Tech. To this end, Customer covenants, in particular, to take all necessary measures with regard to Authorised Users and to any outside individuals granted access to the Product for any purpose whatsoever, to ensure confidentiality and respect for ownership rights to the Product. Customer further covenants to take all necessary measures to ensure that its personnel conserves no copy whatsoever of the Product. 5.7. If a Third-Party disputes Cosmo Tech’s rights, Customer covenants to immediately inform Cosmo Tech and to take all necessary measures to avoid infringement of Cosmo Tech’s rights. ARTICLE 6. WARRANTIES Cosmo Tech represents and warrants that, to the best of its knowledge, Customer’s use of the Product and the Tailored Developments under the Agreement does not infringe on the intellectual property rights of any third parties (“Claims”) anywhere in the world. Pursuant to this warranty, Cosmo Tech covenants to indemnify and hold harmless Customer from and against any judgements issued in relation to any copyright infringement claims or actions filed by third parties regarding the use of the Product and the Tailored Developments, with the exception of any other use – particularly in combination with other software or equipment – and within the limit of €500,000 (five hundred thousand euros) per year. Cosmo Tech’s obligations under this article are contingent on the following conditions being simultaneously satisfied: - Customer must immediately inform Cosmo Tech of any Claim by registered letter with proof of delivery; - Customer must expressly grant Cosmo Tech full authority to defend against all Claims and to negotiate settlements or reach compromises; - Customer must provide Cosmo Tech with any assistance required to defend against the Claim; - the Claim must not be related to unauthorised actions under the terms of the Agreement or to misconduct by Customer or a third party acting on behalf of Customer. In the event of a Claim, Cosmo Tech may decide, at its sole discretion and expense, either: - to acquire an appropriate licence enabling Customer to continue to use the Product and/or Tailored Developments in question; or - replace or modify all or part of the Product or Tailored Developments subject to the Claim to put an end to the alleged infraction while preserving the features of the Product or Tailored Developments. The Customer will not be entitled, under any circumstances, to request the refund of any amounts whatsoever paid in accordance with the Agreement. CHAPTER B – TERMS OF PERFORMANCE OF THE SERVICES AND ASSOCIATED SERVICES ARTICLE 7. INSTALLATION – CONFIGURATION – DEPLOYMENT The Services ordered ahead of time by Customer to benefit from the Product are precisely described in the purchase order appended hereto in Appendix 5. These may include the following Services: - Any Tailored Developments created by Cosmo Tech (following a price quotation accepted by Customer beforehand) - Configuring of the Product in accordance with Customer’s needs - Installation in a test environment - Running tests The price of these Services and the terms of payment of said price are specified in Appendix 5. Following the performance of the Services, Cosmo Tech will draft a certificate of acceptance of the configured and installed Product. This certificate of acceptance will be submitted to Customer for approval. The production phase begins upon Customer’s signature of the certificate of acceptance of the configured and installed product, no later than ten (10) days following receipt of the certificate of acceptance. If Customer fails to sign the certificate of acceptance or express any reservations it may have, the Product will be deemed to have been accepted without reservations, and Cosmo Tech will proceed to deploy it. Acceptance of the Product as described above constitutes confirmation of the Product’s compliance with the acceptance criteria stipulated in Appendix 5. Should any reservations be expressed: - Cosmo Tech will perform any modifications needed to bring the Product into compliance; - Cosmo Tech must product the Product again for acceptance within 20 (twenty) days. Upon acceptance, the Subscription will take effect and the Associated Services will be provided by Cosmo Tech. The Parties agree that Cosmo Tech will be entitled to subcontract the Services mentioned in this article to any third party of its choosing. ARTICLE 8. TERMS OF PROVISION OF THE ASSOCIATED SERVICES Associated Services consist of: - Support, as described herein - Corrective maintenance, as described herein - Hosting, as described herein 8.1. Continuity of Service Furthermore, Cosmo Tech will ensure continuity of service, and as such, undertakes to provide support during the following hours: Monday to Friday from 9 am to 5 pm (CET), with the exception of public holidays in France. Cosmo Tech uses an escalation process and internal access at an adequate decision-making level to handle Blocking Anomalies. 8.2. Place of Provision of the Associated Services Cosmo Tech provides the Services in its own facilities. However, Cosmo Tech’s technicians may occasionally travel to Customer’s facilities in Lyon or Paris (France). Any travel to other city, region, or country may be subject to separate additional charges. 8.3. Corrective Maintenance For Cosmo Tech, this consists of: - acknowledging receipt of requests to handle Anomalies; - reproducing the problem reported by using the data files sent and a debugging tool; - proceeding with the correction, then testing it and re-entering it in the configuration management system. Corrective maintenance Services include the main activities cited in Appendix 2. Delays in taking note and intervening (Ticket and GRT in Appendix 2) are based on the business severity of the Anomaly as set out in Appendix 2. Only the GRT specified in Appendix 2 constitutes an undertaking by Cosmo Tech resulting in a duty to achieve a specific result. An Anomaly may be reclassified as a different level of severity if both Parties so agree. 8.4. Updates Cosmo Tech provides Updates to the Product and / or of any associated exploitation systems, together with the Update notes and available instructions. Customer is entitled to choose whether or not to activate them. Major Updates to the Product may require Customer to re-enter its incoming data (migration, recalibration) into the Product, which Customer accepts. As required, Cosmo Tech will remain at Customer’s disposal to perform these operations, which in this case will constitute Additional Services subject to article 13.3. 8.5. Hosting Hosting services, which constitute Associated Services, are provided by Cosmo Tech via Google Ireland Limited’s Google Cloud Platform services. The terms of use for these hosting services are stipulated in Appendix 3. Customer’s storage capacity is dependent on Customer’s Subscription level (Appendix 1). 8.6. Coordination and Follow-Up For the purposes of the Agreement, Cosmo Tech uses the detailed maintenance management tools described below, which Customer can use remotely. This consists of a ticket management tool used as part of the support for tracing help requests and responses. Requests to handle Anomalies are made by Customer using the Anomaly Management Tool. Cosmo Tech will provide Customer with five (5) business days’ notice of the periods during which the Product will be unavailable as a result of corrective maintenance or scheduled Updates. 8.7. Security – Monitoring Customer retains sole responsibility for the security of the incoming data used on or passing through the Product. As such, it will take all necessary measures to protect the Product, and therefore its data, from: - degradation, - computer viruses, - contamination, particularly resulting from the use of open-source components. Cosmo Tech uses specific monitoring tools to detect any problem that occurs with the Product and to ensure its availability in accordance with article 9.2. 8.8. Backups Cosmo Tech does not perform backups of Customer’s incoming data and the results of simulations run with the Product. Customer is responsible for making arrangements to perform such backups at its own expense. As an exception to the foregoing, if Customer decides to lower its Subscription level(s), Cosmo Tech will not, under any circumstances, perform a backup of Customer’s incoming data. Consequently, Customer will be required to enter them into the Product again to perform additional simulations. Upon Customer’s request, Cosmo Tech may perform these operations, provided that Customer accepts the price quotation for them. ARTICLE 9. COSMO TECH’S OBLIGATIONS 9.1 General Obligations Cosmo Tech covenants to provide the Associated Services for the entire term of the Agreement in accordance with the terms, conditions, time periods, and service levels stipulated in the Agreement, as subscribed by Customer. The Services will be provided by Cosmo Tech if the associated price quotations have been accepted by Customer and the amounts owed have been fully paid. In any case, Cosmo Tech is only bound by a best efforts obligation, not a duty to achieve a specific result. Cosmo Tech performs its obligations as a professional in its area of expertise and in accordance with industry best practices and applicable laws and regulations. Cosmo Tech generally assumes an obligation to provide expert advice and information during the performance of the Agreement. Cosmo Tech acknowledges that it is aware of all of the documents cited in the Agreement and that, after having reviewed and verified them, it finds them to be clear, exhaustive, and explicit. 9.2. Availability Commitment – Penalties Cosmo Tech undertakes to achieve a 98% monthly availability rate for the Product, excluding maintenance/scheduled Update periods, within the support hours. This rate corresponds to: - 13 days of Unavailability over a period of twelve consecutive months; - 5 consecutive days of Unavailability over a period of twelve consecutive months. Except in cases of force majeure or cases in which the Customer or a Third Party is responsible for the Unavailability, if the Product is Unavailable as specified above during the Subscription Period, Customer is entitled to choose between: - Sending formal notice to Cosmo Tech by registered letter with proof of delivery requesting that the Product be restored within three (3) days and that a penalty of two thousand (2,000) euros (excluding tax) be paid, with this penalty discharging Cosmo Tech’s liability for all other damages; - Immediately sending a notice of termination to Cosmo Tech by registered letter with proof of delivery. In this case, Customer will not be entitled to request damages or the refund of any amounts whatsoever. “Unavailable” and “Unavailability” refer to any Anomaly, defect, or bug rendering all or part of the Product unusable by Customer for a period longer than the tolerated period cited above. 9.3. Tools – Methods Cosmo Tech retains the right to all descriptions, software, plans, designs, settings, and other documents, as well as to the results, methods, expertise, and the troubleshooting tools, software, and equipment, whether the latter consist of proprietary tools developed by Cosmo Tech or of tools acquired during technical operations, that Cosmo Tech uses to provide the Services or that it includes with the Services free of charge or in return for payment. ARTICLE 10. CUSTOMER’S OBLIGATIONS Customer must send Cosmo Tech requests to handle Anomalies with a clear description of how to reproduce them using a specific configuration, in order to allow Cosmo Tech to reproduce said Anomalies in a test environment. For the entire term of the Agreement, Customer covenants to: (i) provide all data and information needed to reproduce and correct Anomalies; (ii) not make any modifications that are incompatible with the Product’s operation; accordingly, Customer will request prior approval from Cosmo Tech before making any modifications; (iii) comply with the documentation and usage standards provided by Cosmo Tech regarding the use of the Product and procedures for backing up data; (iv) actively collaborate and provide the necessary information and data for the provision of the Services and Associated Services, and more generally, for the performance of the Agreement by Cosmo Tech; (v) provide Cosmo Tech with the appropriate and/or necessary resources and rights (both technical and physical) to ensure satisfactory performance of the Agreement; (vi) log all events likely to affect the operation of the Product and send all this information to Cosmo Tech during its activities under the Agreement; (vii) receive deliveries of, approve, accept, and/or receive Service and Associated Services, to the extent provided in the Agreement and with sufficient speed so as to enable Cosmo Tech to respect its own deadlines. ARTICLE 11. EXCLUSIONS The Agreement excludes the provision of equipment and software allowing Cosmo Tech to provide the Services and Associated Services, as well as any on-site activities that are part of the Services and Associated Services. Likewise, troubleshooting activities that are due to the following circumstances are excluded: (i) accidents, carelessness, introduction of foreign elements, user error resulting in a loss of data, or failure to comply with the documentation provided by Cosmo Tech or standard industry practices; (ii) Anomalies caused by interference or attempts to repair the Product by Customer or by third parties not authorised by Cosmo Tech, excluding any operations that Cosmo Tech provides instructions to perform; (iii) software quality disruption or deterioration or equipment not supplied by Cosmo Tech; (iv) delivery or exchange of accessories and consumables; (v) diagnosis and repair of any failure due to hardware, software, or devices not covered by the Agreement; (vi) any Anomalies caused by modifications to an element of the environment (network, equipment, middleware, database, tools, applications) that interact with the Product, if said element is beyond the control of Control or not supported by Cosmo Tech; (vii) any Anomalies caused by coexistence alongside software that impedes the normal operation of the Product or the performance of the Services or Associated Services, provided that Cosmo Tech is able to provide proof thereof; (viii) repairing failures or damage caused by water, lightning, falls and sudden shocks, fire, malicious acts, sabotage, strikes beyond the control of Cosmo Tech, riots, war, radiation, pollution, and, in general, any accident or disaster that might directly or indirectly damage the Product; (ix) adaptations to equipment not provided for herein; (x) licences for third-party software and associated deployment services; (xi) training sessions enabling Customer’s Authorised Users to gain knowledge or improve their knowledge about the use of the Product; All the above services and supplies are excluded from the scope of the Agreement, and as such, they fall under the scope of article 13.3 hereof (Additional Services). CHAPTER C – GENERAL TERMS ARTICLE 12. COOPERATION For the purposes of verifying Customer’s compliance with the conditions of performance of the Agreement, Customer covenants to allow Cosmo Tech’s representatives to inspect: - any site on which Authorised Users use the Product; - within the limit of two times per year; - during standard opening hours for the facilities; and - with a start date specified by Cosmo Tech with advance notice of no less than eight business days. If any use not provided for in the Agreement is discovered, Customer runs the risk of being invoiced additional costs, of Cosmo Tech terminating the Agreement, and of any legal action that Cosmo Tech deems appropriate. ARTICLE 13. ORDERING PROCEDURE 13.1. Orders for Subscriptions The signature of the Agreement constitutes an order for the number of Subscriptions specified in Appendix 1, at the Subscription level and price also specified in Appendix 1. Requests for one or more additional Subscription(s) made by Customer will result in a separate related order sent to Cosmo Tech, for which additional amounts will be invoiced to Customer at the going price, in accordance with the Subscription level chosen. The order will specify the number of Subscriptions ordered and the total number of Subscriptions in place for the Product under the Agreement, as well as the total number of Authorised Users. The cost of the Subscription includes the price of Associated Services. 13.2. Termination of Subscriptions To terminate one or more Subscription(s), Customer must send Cosmo Tech a registered letter with proof of delivery no later than thirty (30) days before the end of the Subscription. This letter must precisely specify which Subscription is to be terminated. If only one Subscription remains covered by the Agreement, termination of this Subscription constitutes termination of the Agreement. If no notice of termination is sent to Cosmo Tech by registered letter with proof of delivery within the time limit cited above, all of Customer’s Subscriptions will be renewed at the same Subscription level for a further period of twelve (12) months at the prices previously accepted by Customer, which will be automatically adjusted in accordance with the annual adjustment clause (article 13.4 hereof). 13.3. Additional Services Customer may, at any time, order services not included in its Subscription level, or, more generally, Additional Services. In this case, Customer must accept Cosmo Tech’s price quotation, which will cite the Agreement and therefore be covered by the terms thereof. The price quotation will specify the terms of performance and the payment schedule. 13.4. Annual Adjustments The prices specified in the Agreement are automatically adjusted on the first day of January of each calendar year using the following formula and conditions: P = Po x (S/So) Where P = Before-tax amount adjusted on the first day of January of the calendar year Po = Initial before-tax cost specified in the Agreement S = Syntec index as of the first day of January of the calendar year So = Syntec index at the time of signature of the Agreement 13.5. Payment – Late Payment Unless the Parties agree otherwise, Customer covenants to pay, when invoiced: - any price quotation Customer has expressly accepted, and any such quotation must specifically describe the payment terms and time limits; - any travel costs incurred by Cosmo Tech (invoiced for actual costs); and - if the Product is used in conditions that are not permitted under the Agreement, any additional cost incurred as a result of such unauthorised use. Customer is responsible for payment of all applicable taxes. The amount of each Subscription is invoiced in advance. Additional Services are invoiced in accordance with the terms stipulated in the associated price quotation. All amounts owed to Cosmo Tech under the Agreement are due and payable forty-five days after the date of the invoice. In the event of late payment, a penalty of three times the legal interest rate in force in France will automatically be applied to any past-due amounts owed by Customer without any prior notice being required. This penalty is calculated as of the first date following the payment due date. Pursuant to articles L441-6 I, Par. 12 and D441-5 of the French Commercial Code, in the event of late payment, Customer will automatically be charged a fixed debt-collection fee of forty (40) euros. All invoices issued by Cosmo Tech, sent to Customer’s “Accounts Payable” department, must mention the following: - the applicable VAT rate. VAT will be applied at the rate prescribed by applicable law; - the name of the Product; - the reference information for the Agreement and the order number (or price quotation number). 13.6. Suspension of the Agreement for Non-Payment In the event of late payment, regardless of whether Customer has no history of late payment, and without prejudice to any legal action for damages and/or compensation to which Cosmo Tech might be entitled, Cosmo Tech reserves the right to suspend performance of the Agreement if, fifteen (15) days after sending formal notice to Customer, Customer does not pay the past-due amounts. 13.7. Termination of the Agreement for Non-Payment In the event of late payment, regardless of whether Customer has no history of late payment, and without prejudice to any legal action for damages and/or compensation to which Cosmo Tech might be entitled, Cosmo Tech reserves the right to terminate the Agreement for non-performance at the fault of Customer if, fifteen (15) days after sending formal notice to Customer a second time, Customer does not pay the past-due amounts. ARTICLE 14. LIABILITY – LIMITATION OF LIABILITY – FORCE MAJEURE 14.1. Liability Customer is solely liable for its use of the Product. Furthermore, Customer is solely liable for the simulation results reached using the Product. Customer expressly acknowledges and agrees that, to the extent permitted by law, the use of the Product(s) is at its own risk and that all the risk and liability relating to quality, performance, accuracy, and satisfactory handling is incumbent on Customer. Cosmo Tech is bound by a duty to achieve a specific result for the GRT cited in Appendix 2 and for the guaranteed availability rate cited in article 9.2. 14.2. Limitation of Liability Cosmo Tech will be only be liable for direct harm of any kind caused to Customer and its employees by itself, its agents, or its suppliers. If Cosmo Tech is held liable, Cosmo Tech’s liability will be limited to the total amount of the Subscriptions paid by Customer for the Subscription Period. However, this financial limitation of liability does not apply in cases of fraud or bodily injury. Cosmo Tech can under no circumstance be held liable to Customer or a third party, including any Affiliates, for any reason whatsoever, for any indirect harm or damage of any nature, including any data loss, commercial loss, loss of earnings or profit, loss of goodwill, or loss of opportunity related to or arising as a result of the Product or its operation, even if Cosmo Tech has been advised of the possibility of such loss, harm, or damage. Cosmo Tech represents that it has taken out and that it actively maintains an insurance policy covering any property damage or personal injury that might occur during the performance of the Agreement. 14.3. Force Majeure If a force majeure event occurs, the affected Party must immediately notify the other Party, within five (5) days of the occurrence of the event, by registered letter with proof of delivery. The affected Party will then be exempted from performing its obligations under the Agreement for the duration of the force majeure event. However, if the force majeure event lasts more than thirty (30) days, the Parties may agree to modify the terms of the Agreement or to terminate the Agreement. Force majeure events will include, in addition to those traditionally allowed by case law, war and civil or labour unrest. ARTICLE 15. CONFIDENTIALITY Each Party shall, provided that it is authorised to do so, send the other Party only the information deemed necessary to pursue the aims of the Agreement, which is considered, within the scope of the Agreement, to constitute “Confidential Information”. Customer’s incoming data constitutes Confidential Information. The terms of the Agreement cannot, under any circumstances, be construed as an obligation for either Party to disclose Confidential Information to the other Party, with the exception of the Confidential Information required for the performance of the Agreement. The Party receiving the Confidential Information (the “Receiving Party”) covenants, for a period of three (3) years after the Agreement’s end, regardless of the reason for its end, to ensure that the Confidential Information sent by the Party disclosing it (the “Disclosing Party”): - is protected and kept strictly confidential, and is handled with the same level of precaution and protection used by the Receiving Party for its own Confidential Information of similar importance, which may not, under any circumstances, be lower than a strict duty of care; - is disclosed internally solely to the members of its staff who have a need to know it or to its subcontractors tasked with performing part of the Agreement if such a disclosure is strictly necessary for the performance of the subcontracted part of the Agreement, and subject to the subcontractor being bound by a non-disclosure agreement with at least as strict a duty of confidentiality as the one created by the Agreement; - is only used by said members of its staff or said subcontractors for the purposes defined in the Agreement; - is not used, in whole or in part, for a purpose other than that of the performance of the Agreement without prior written consent from the Disclosing Party; - is not or cannot be disclosed either directly or indirectly to any third party or person other than those mentioned in the second bullet point above without express written consent from the Disclosing Party; - is not copied, reproduced, or duplicated, in whole or in part, if such copies, reproductions, or duplications are not expressly authorised in writing by the Disclosing Party. All Confidential Information and the reproductions thereof sent by a Party will remain the property of the Disclosing Party, subject to the rights of third parties, and must immediately be returned to the Disclosing Party upon request. The Receiving Party will not have any obligation or be subject to any restrictions regarding Confidential Information for which it can provide proof that: - it has entered the public domain prior to its disclosure or after its disclosure, provided that this was not due to any offence attributable to the Receiving Party; - the Receiving Party had knowledge of it prior to its disclosure by the Disclosing Party, provided that the Receiving Party can provide proof thereof by showing the existence of appropriate documents in its files; - it was lawfully received from a third party without restricting or violating the terms of this Agreement; - it has already been published without violation of this article; - the Disclosing Party has granted written authorisation to use or disclose it; - it was developed by the Receiving Party independently from the Agreement by personnel with no access to the Disclosing Party’s Confidential Information as part of the Agreement; - its disclosure was mandated by law or regulation, or by the needs of judicial, administrative, or arbitration proceedings. In this case, disclosure of the Confidential Information must be limited to what is strictly necessary. The Receiving Party covenants to immediately inform the Disclosing Party of the Confidential Information concerned before any disclosure is made, in order to allow the Disclosing Party to take appropriate measures to preserve the confidentiality of its Confidential Information. The Parties expressly agree that the disclosure of Confidential Information by the Parties within the scope of this Agreement cannot under any circumstances be construed as expressly or implicitly granting any right whatsoever to the Receiving Party (via a licence or in any other form), other than what is provided for in this Agreement, to the subjects, inventions, or discoveries referred to in this Confidential Information. The same applies to copyrights and other rights attached to literary and artistic property, brand rights, and trade secrets. ARTICLE 16. TERM OF THE AGREEMENT The Agreement enters into force on the date of its signature by every Party (hereinafter the “Effective Date”) and will end (i) upon either Party’s termination, regardless of the reason for termination, of the final remaining Subscription in place, or (ii) if the Agreement is terminated in accordance with the terms stipulated herein. ARTICLE 17. TERMINATION 17.1. Termination a/ Without prejudice to other damages that it might seek, either Party will be entitled to terminate the Agreement in the following cases: - if exceptional circumstances arise, as defined in article 18.2, that might delay the performance of the Agreement by more than six (6) months), or - if either Party is subject to bankruptcy proceedings requiring the appointment of a court-appointed receiver if the receiver does not decide to continue to honour the performance of the Agreement as permitted by law. In either of the above cases, the Party that chooses to terminate the Agreement will owe compensation to the other Party, provided that the other Party has complied with its contractual obligations, for direct, reasonable, and justified costs actually incurred in the performance of the Agreement up to the date of termination, within the limit of one hundred thousand (100,000) euros. b/ In addition, in the event of serious or repeated violations of either Party’s obligations, the Party harmed by these violations will describe the violations in a registered letter with proof of delivery, thereby formally notifying the other Party to take any action needed to remedy the situation; in the context of this notice, the other Party must be explicitly notified of the Party’s intent avail itself of this article to terminate the Agreement for breach of contract if no remedy is made. The Party to whom formal notice is sent must respond to this letter within no more than thirty (30) calendar days, and must clearly specify the resources (staff assigned to performance, control, equipment, etc.) that it will set up to remedy the situation and thereby comply with its contractual obligations. If, within two (2) weeks of sending this reply, the situation has not been remedied, the Party harmed by the situation may, if it deems necessary, notify the other Party, via another registered letter with proof of delivery, of its decision to terminate the Agreement, without prejudice to its right to claim damages, if any. This decision will take effect only after a minimum period of four (4) weeks from the date of notice. 17.2. Effects of Termination If the Agreement is terminated, regardless of the reason for termination, Customer covenants to: - immediately cease using the Product; - immediately and definitively remove access to the Product from its computer systems; - immediately return any copies of documentation to Cosmo Tech; - confirm, by registered letter with proof of delivery, that Cosmo Tech has fully fulfilled its commitments under the Agreement. In the event of Customer’s partial termination resulting from the non-renewal of its Subscriptions, this termination will be effective as of the end of Customer’s Subscription Period, and Customer will be under no circumstances entitled to request a refund of any amounts paid under the Agreement. ARTICLE 18. MISCELLANEOUS 18.1. Notice Notice sent within the scope of the Agreement must be made by registered letter with proof of delivery sent to the Parties at the addresses provided at the beginning of the Agreement. 18.2. Exceptional Circumstances Under the Agreement, the Parties are not liable for consequences or delays resulting from one or more events beyond their control that render it impossible or unreasonably costly to perform their obligations. Under the Agreement, should such circumstances arise, the affected Party must send written notice to the other Party within fifteen (15) days and make its best effort to find a solution or limit the consequences of these circumstances, in order to resume performance of its contractual obligations as soon as possible. If such exceptional circumstances persist for a period exceeding five (5) months from the date on which notice is sent by the Party affected by the exceptional circumstances, the Parties will meet to decide on the terms under which the Agreement will continue to remain effective or be terminated. 18.3. Proof Under the Agreement, the Parties agree to acknowledge their electronic communication (emails) as having the same evidentiary weight as written communication and agree that their content should be presumed to be complete and authentic so long as no proof of alteration is provided. 18.4. Transfer and Assignment Neither Party shall assign all or part of its right, title, or interest owed or to be owed under the Agreement without the express written consent of the other Party. However, Cosmo Tech may subcontract all or part of its obligations resulting from the Agreement without prior authorisation from the Customer. In any event, Cosmo Tech will continue to remain the contractor responsible for the performance of the entire Agreement, whether or not it subcontracts services. As such, Cosmo Tech will remain solely liable to Customer for the performance of the Agreement. 18.5. Advertising Cosmo Tech may make reference to Customer, within the context of its business activities, and to the existence of its contractual relations with Customer, without prior written consent from Customer. 18.6. Cosmo Tech’s employees – Non-Solicitation of Cosmo Tech’s employees Cosmo Tech covenants to ensure that its employees and subcontractors comply with Customer’s internal workplace rules when they are present in Customer’s facilities or travelling on behalf of Customer, including health and safety rules. The Parties agree that the assistance provided by Cosmo Tech or its subcontractors will not result in any transfer of supervisory and disciplinary authority to Customer with regard to the personnel working for Cosmo Tech or its subcontractor(s), who exclusively retain this authority. To ensure the adequate performance of the Agreement, and pursuant to the provisions of articles L. 8222-1 and D. 8222-5 of the Labour Code, Cosmo Tech will send the following documents to Customer no later than one (1) month after the Agreement is signed and every twelve (12) months thereafter until the end of its performance: - A company registration certificate from the French Companies House (Kbis); - A certificate of payment of social security contributions from the social security organisation responsible for collecting them in the name of the Party and issued no more than six months prior; - An affidavit from Cosmo Tech certifying that it is up to date, as of the date of the affidavit, with all of its mandatory tax filings; - An affidavit from Cosmo Tech that the work is performed by employees lawfully employed pursuant to articles L. 1221-10, L. 3243-2, and R. 3243-2. Customer covenants that it will not, without prior consent from Cosmo Tech, directly or indirectly offer employment to a Cosmo Tech employee who has participated in the performance of the Agreement, or hire any such employee, under any status whatsoever. This covenant will remain valid for a period of twelve (12) months from the date on which the employee worked at Customer’s facilities or on behalf of Customer. If Customer breaches this covenant, it shall compensate Cosmo Tech by paying compensation equal to the gross compensation that the employee would have received during twelve (12) months prior to his or her departure. 18.7. Severability If any of the terms of the Agreement is held to be invalid, illegal, or unenforceable as a result of a legal provision or court judgement, it will be deemed not to have been part of the Agreement but will not result in the invalidity of the remaining terms of the Agreement. 18.8. Titles The titles of articles, paragraphs, and Appendices are only provided for convenience and for the sake of information. They cannot be taken into account in the interpretation of the Agreement. 18.9. Relationship Between the Parties The Parties do not wish to enter into a relationship of subordination, nor do they intend to form a de facto or legally registered company or association. Neither Party undertakes, under the Agreement or on any other basis, to assume any legal or contractual obligation incumbent on the other Party, or to interfere with the business of the other Party. 18.10. No Waiver Either Party’s failure to avail itself of a right, or delays in doing so, may in no way be construed as a waiver thereof. Failure on the part of either Party to require the other Party to perform its obligations, or to raise the issue of non-performance by the other Party, may not in any way be construed as a waiver of the Party’s right to do so in the future. 18.11. Notice Notice between the Parties is deemed to have been duly provided when it is sent to the following addresses: For Cosmo Tech: For Customer: see Appendix 1 Att.: Hugues de Bantel, CEO 5 Passage du Vercors, 69007 Lyon, France ARTICLE 19. DISPUTE RESOLUTION The Agreement is governed by the laws of France, regardless of Customer’s country of citizenship and/or regardless of whether the Agreement is performed, in whole or in part, in another country. Should a dispute arise between the Parties regarding the performance or interpretation of the Agreement, and if an amicable agreement cannot be reached between the Parties, the Parties agree to appoint an expert by mutual agreement. If, after a period of seven (7) calendar days, the Parties are unable to agree on the choice of the expert, an expert will be appointed by the Chief Judge of the Paris Commercial Court ruling in emergency legal proceedings initiated by the first Party to take action. The expert’s fees will be shared equally by the Parties. If an amicable agreement cannot be reached between the Parties following an unsuccessful attempt at mediation, the dispute will be submitted to the exclusive jurisdiction of the courts of Paris, France. ARTICLE 20. INSURANCE Cosmo Tech represents that, as of the date of signature of the Agreement, it has taken out insurance policies covering its liability for all risks related to the performance of the Agreement. Cosmo Tech covenants to maintain an insurance policy with substantially comparable coverage to the initial certificate of insurance it provides, and to immediately inform Customer of any meaningful change in this regard. Upon request, Cosmo Tech will provide a certificate detailing the nature of the risks covered and the associated amount of coverage, as well as all relevant proof regarding payment of its premiums. The fact that Cosmo Tech possesses an insurance policy as described above in no way excludes its liability, particularly with regard to damage that is not covered by, or exceeds the amount covered by, this insurance. ARTICLE 21. ETHICS AND COMPLIANCE Throughout the term of the Agreement, Cosmo Tech must comply with legal and regulatory provisions in force regarding the fight against corruption and money laundering, and must compensate Customer for any damage, loss, fines, or claims of any nature arising in relation to non-compliance with these legal and regulatory provisions. Notwithstanding any clause to the contrary, and without prejudice to the provisions of the above article, if Cosmo Tech is fined or prosecuted for non-compliance with said legal and regulatory provisions regarding the fight against corruption and money laundering, the Parties expressly agree that Customer will be entitled to suspend and/or terminate all or part of the Agreement, subject to reasonable advance notice. ARTICLE 22. PERSONAL DATA The Parties covenant to comply with legal and regulatory provisions in force regarding data protection, particularly the French Data Protection Act of 6 January 1978 as amended by Law 2004-801 of 6 August 2004 and EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR”). In particular, Customer covenants, with regard to the personal data for which it is responsible, to carry out all required formalities (filings, requests for authorisation, etc.) with the French Data Protection Authority (the Commission National de l’Informatique et des Libertés, or CNIL) or any other body with appropriate jurisdiction, and to respect the rights of data subjects (particularly the right to information, access, correction, deletion, and opposition). Regarding these legal and regulatory provisions, Customer is the data processor for the personal data it processes, particularly if the incoming data it uses with the Product contains Personal Data. In this respect, Cosmo Tech is simply a service provider. Consequently, if Customer’s incoming data contains personal data within the meaning of these legal and regulatory provisions, Customer covenants to send the following to Cosmo Tech no later than the date of signature of the Agreement: - The categories of personal data concerned; - The aims of the data processing; - The time period during which the data is stored; - The security measures that Customer has undertaken to use with regard to the data subjects. Customer warrants to Cosmo Tech that the collection and processing of this personal data is performed in full compliance with the law, that it is based on a sound legal foundation, or, where relevant, the consent of the data subjects has been obtained pursuant to the law. Customer covenants to immediately inform Cosmo Tech of any security vulnerability of which it becomes aware, and of any request from a data subject wishing to exercise its rights. Cosmo Tech will be bound by the obligations of a service provider or subcontractor with regard to the law, and will respect the scope and terms of use of this personal data as they have been expressly provided to Cosmo Tech by Customer. Cosmo Tech represents that Customer has authorised it to subcontract the hosting of the incoming data, including all personal data, to Microsoft. The terms of use are the following: https://azure.microsoft.com/en-gb/support/legal/ If other subcontractors are subsequently hired, Cosmo Tech will inform Customer of their hiring, and covenants that said subcontractors and their servers will be located in the EU or, where appropriate, in a country with a level of protection deemed sufficient by the WP29. As such, the subcontractor will provide the same sufficient guarantees regarding the implementation of appropriate technical and organisational measures, in such a way that all data processing performed on Customer’s incoming data will meet the requirements of the GDPR. Data Subjects’ Right to Information and Obtaining Consent Customer is responsible for informing data subjects whose data is being processed at the time the data is collected. Data Subjects’ Exercise of Their Rights Inasmuch as is reasonable and possible, Cosmo Tech will assist Customer with the implementation of appropriate technical and organisation measures needed to fulfil its obligation to respond to requests from data subjects to exercise their rights to access, correct, delete, oppose, limit processing, their right to data portability, and their right to not be subject to an automated individual decision (including profiling). When data subjects send Cosmo Tech a request to exercise their rights, Cosmo Tech must send them by email to Customer upon receipt. Notice of Personal Data Breaches Cosmo Tech must inform Customer by email at the email address provided by Customer of any breach of personal data within 72 hours of learning of it. This notice must be accompanied by any documentation needed to allow Customer, where required, to submit notice of this breach to the appropriate oversight authority.