TERMS OF USE AND GENERAL TERMS AND CONDITIONS OF SALE OF THE POSIPRICING SOLUTION Date of update: 22/06/2018 PREAMBLE These terms of use and general terms and conditions of sale (hereinafter referred to as the "ToU & GTCS") are concluded, on the one hand, between CMV Informatics, a simplified joint stock company with headquarters in DIJON (Côte-d'Or), 1 Rue Legrand du Saulle, registered in the Dijon Trade and Companies Register under number B 381 697 788, represented by Mrs Stéphanie BOMPAS, its Chairman and CEO (hereinafter referred to as the "Service Provider"); and, on the other hand, any natural or legal person acting in a professional capacity (hereinafter, the "Customer") wishing to access and use the POSIPRICING software solution published by the Supplier (hereinafter, the "Solution"), through the online platform accessible in particular at www.client.posipricing.com/connexion (hereinafter, the "Platform") (hereinafter collectively, the "Services"). In accordance with the regulations in force, the ToU & GTCS are systematically communicated to any Client who so requests, to enable him to place an order with the Service Provider. They are also communicated to any Client prior to the conclusion of a single agreement referred to in Article L 441-7 of the French Commercial Code, within the legal deadlines. The ToU & GTCS will be available online on the Platform at www.client.posipricing.com/#!/CGV-CGU. The Service Provider reserves the right to modify the ToU & GTCS at any time. In this case, the applicable conditions will be those in effect at the date of the order for the Services. The new version of the ToU & GTCS will be submitted to the Client for signature. ARTICLE 1 - Purpose In accordance with Article L 441-6 of the French Commercial Code, the ToU & GTCS constitute the basis of the commercial relationship between the parties. Their purpose is to define the conditions under which the Service Provider provides the Services to the Professional Client upon request. They apply, without restriction or reservation, to the Services provided by the Supplier to Customers of the same category, regardless of the clauses that may appear on the Customer's documents, and in particular its general terms and conditions of purchase. Any order for the Services and access to them implies the Client's acceptance of these ToU & GTCS. ARTICLE 2 - Presentation of the Services Through its Solution accessible via the Platform, the Service Provider offers competitive intelligence tools (without a store approach) enabling the Customer, whether a retailer, supplier or e-tailer, to monitor the price positioning and range of products of its competitors, on the basis of public information accessible online. The Services offered are in the form of an annual tacitly renewable subscription allowing access to the Platform, whose functionalities allow the online edition of competing price reporting and their analysis, according to a frequency to be determined at the time of the order by the parties. ARTICLE 3 - Orders and Terms of Access to Services 3-1 : Orders Sales of Services are only perfect after the Service Provider has prepared a commercial quotation/offer signed by the Customer and the Service Provider has expressly accepted the Customer's order in writing, evidenced by an acknowledgement of receipt from the Service Provider by any means. Any modifications to the order requested by the Client will only be taken into account, within the limits of the Service Provider's possibilities, if they are accepted by the Service Provider, after signature by the Client of a specific order form and possible adjustment of the price. Optional services will be subject to additional ordering and invoicing. The validated quotation must be accompanied by the elements of opening the customer's account, i.e. K BIS extract, RIB and direct debit mandate and/or direct debit authorization. The signature of the quotation by the Client implies its express and unreserved acceptance of the terms hereof. 3-2 : Terms of access to the Services To access the Services, the Customer must read this Agreement and the Personal Data Protection Charter available at www.cmv-informatics.com/personal-data-protection-charter and accept its terms. The Client undertakes to provide the Service Provider with accurate and complete information when ordering the Services and to inform the Service Provider without delay of any change in all or part of the information provided on this occasion. The Services are accessible in principle 24/7, except in the event of an interruption, scheduled or not, for maintenance purposes or in cases of force majeure. Being de facto subject to an obligation of means, the Supplier cannot be held liable for any damage, whatever its nature, resulting from the unavailability of the Services. In addition, by accessing the Services, the Customer guarantees that he/she has the skills, equipment and software required to use the Internet and is fully aware of and assumes the characteristics of the Internet and its use, in particular the limitations related to technical performance, response times and risks related to communication security. Therefore, the Supplier does not warrant that the Services will be free of anomalies, errors or bugs, or that the Services will operate without failure or interruption. In this respect, the Supplier may freely determine any period of unavailability of the Services, for technical reasons, to improve their content or to optimize their use. Similarly, unless otherwise agreed by the parties, the Supplier shall not provide any material to access the Services. It is reminded, as necessary, that the use of the Services is personal and is reserved for the sole holder of the subscription. In the event of non-compliance by the Client with his or her obligations, access to the Services may be immediately and without notice, temporarily or permanently suspended by the Service Provider, without prejudice to the other rights of the Service Provider and without the possibility of a claim by the Client. ARTICLE 4 - Rates The Services are provided at the Supplier's rates in effect on the day the order is placed, according to the commercial quotation/offer previously drawn up by the Supplier and accepted by the Customer, as indicated in the "Orders" article above. The rates are net and exclusive of tax. An invoice is issued by the Service Provider and delivered to the Client thirty (30) days after acceptance of the quotation and then each year in the event of tacit renewal of the contract. The price of the service will be automatically revised each year, starting from the effective date, by reference to the change in the SYNTEC index. The parties agree that the selected index of origin is the SYNTEC index existing on the day the service provider accepts the Customer's order form, the comparison index being the SYNTEC index existing on the day the indexation takes effect. In accordance with article 1167 of the French Civil Code, the parties agree that in the event of the disappearance of the selected index, they will use the closest index, the calculation of the price being then carried out on the basis of the replacement index. By mutual agreement, the parties undertake to work together to renegotiate the terms of the contract following a major update of the Services. ARTICLE 5 - Terms of payment 5-1 : Payment terms The price is payable in full upon receipt of the invoice. Any payment made by the Client is committed for the current contract year. No discount will be applied by the Supplier for payment before the date indicated on the invoice or within a period shorter than that mentioned in these T&CUSs. 5-2 : Penalties for late payment In the event of late payment and payment of sums due by the Customer beyond the above-mentioned deadline, and after the date of payment appearing on the invoice sent to the Customer, late payment penalties calculated at the rate of three (3) times the legal interest on the amount including VAT of the price of the Services appearing on the said invoice, shall automatically and automatically be acquired by the Supplier, without any formality or prior formal notice, in addition to a fixed recovery indemnity of forty (40) euros (article L441-6 of the French Commercial Code). 5-3: No compensation Except with the express, prior and written agreement of the Service Provider, no compensation may be validly made by the Client. ARTICLE 6 - Duration - Termination This contract is concluded for a period of one year, starting from the effective date set at thirty (30) days after the date of signature of the quotation/commercial offer by the Supplier, it is then tacitly renewed for the same period, in the absence of termination by either party, three (3) months before its expiry date by registered letter with return receipt requested. This contract may be terminated by either party as of right in the event of breaches of the obligations provided for herein not remedied within thirty (30) days following the sending of a letter of formal notice (sent by registered mail with acknowledgement of receipt) requiring the defaulting party to remedy such breaches. At the end of this Agreement (regardless of the cause), the Customer shall immediately destroy any documentation relating to the Services and any copy of the Solution, including modified copies, if any. ARTICLE 7 - Liability of the Supplier - Guarantees The Service Provider guarantees, in accordance with the legal provisions, the Client against any lack of conformity of the Services and any hidden defect, resulting from a defect in the design or provision of the said Services, to the exclusion of any negligence or fault of the Client. The Supplier may only be held liable in the event of proven fault or negligence and is limited to direct damage to the exclusion of any indirect damage of any kind whatsoever. As the competitive price surveys and their analysis are based on public data from third parties (stores, chains, etc.) accessible online, the Service Provider cannot be held liable for the inaccuracy of some of these data, which were not, at the time of the survey's publication and analysis, updated by their authors. The Client operates the Services and its results under its sole responsibility. It is the Client's responsibility: - to assess in an extremely precise way its own needs and to assess their adequacy for the Services; - to ensure that it has the technical and human skills required to use the Services; This has been done by assessing the possible direct or indirect consequences. The Service Provider shall not be liable for any direct or indirect damage of any kind whatsoever resulting from the use of the Platform from which the Services are accessible, in particular limitations related to technical performance, response times and risks related to the security of communications as well as intrusions by third parties that have occurred fraudulently. The Service Provider assumes no responsibility for downloading computer viruses from the Platform. The Service Provider shall not be held liable for the accidental destruction of the Customer's data. It is the responsibility of the latter to take the safeguard measures it considers appropriate. The Customer is solely responsible for the consequences of any damage suffered as a result of the use by a third party of his password, e-mail address or confidential code(s), and for the communication of any information he has made accessible. In this context, the Client guarantees the Service Provider against any action, recourse or complaint relating to all the aforementioned elements and, in particular but without limitation, those which would jeopardise the use of the Services. ARTICLE 8 - Intellectual Property Rights and Confidentiality The Supplier is the owner of all intellectual property rights and similar rights (sui generis right of databases, business secrecy, know-how) relating to the Services, in particular those relating to software (including source and object codes), databases, graphic design, texts, images, sounds, data, studies, price surveys, analyses, prototypes, photographs, videos, logos, trademarks, domain names, designations, tabs, functionalities, patentable or unpatentable inventions and any other material, which are protected by rights held by it or its third-party partners. In consideration of the price paid by the Customer for the provision of the Services, the Supplier grants the Customer a non-exclusive and non-transferable right of access and use of the Services subject to the acceptance and compliance by the latter with these ToU & GTCS. Any other rights are expressly excluded without the prior written consent of the Supplier. The Client undertakes to take, with regard to his or her staff and all external persons who have access to the Services, all necessary measures to ensure secrecy, confidentiality and respect for the rights encumbering the Services. Any partial or total reproduction, in particular for advertising or commercial purposes, as well as any adaptation, modification, use, transmission, copying, redistribution and/or exploitation, on any medium and by any means whatsoever, of all or part of the Services (including in particular the functionalities of the Solution and the Platform), the contents, the domain name, the trademarks and logos of the Supplier, all or part of the Services, is strictly prohibited, unless expressly authorised in advance in writing by the Supplier, which the latter may make subject to an additional financial consideration. In addition, the Customer may not modify, improve, edit, translate, decompile, disassemble or create one or more derivative works from the Services, the contents of the Services (in whole or in part), the domain name, trademarks and logos of the Supplier, unless this possibility has been expressly granted by the Supplier under a separate agreement. The Supplier expressly reserves the exclusive right to intervene on the Services to enable it to be used in accordance with their intended purpose and in particular to correct any errors. The Client formally refrains from intervening or having a third party intervene in the Services (including the Solution). Any unauthorized use of all or part of the Services, their content, the domain name, trademarks and logos of the Service Provider shall be subject to legal action to preserve the Service Provider's rights. ARTICLE 9 - Transfer of rights The rights resulting from this contract may not be transferred by the Client in whole or in part to third parties to this contract (including companies of the same group), except with the prior written consent of the Service Provider. The Service Provider may freely transfer to a third party all or part of its rights and obligations under the contract, by any means, which the Client already accepts, unless otherwise provided by public policy. In the event of an assignment of the contract within the meaning of Article 1216 of the French Civil Code, the Client hereby agrees to release the Service Provider as from the date of receipt of the latter's notification of the assignment of the contract to him. ARTICLE 10 - Protection of personal data As part of the registration for the Services and more generally the provision of the Services, the Supplier, as controller, collects personal data from its Customers. For more information on the Service Provider's personal data protection policy, please refer to the provisions of the Personal Data Protection Charter available at www.cmv-informatics.com/charte-de-protection-des-donnees. ARTICLE 11 - Force Majeure The Supplier undertakes, in view of current technology, to maintain the Services offered on the Site under the best possible conditions. However, the Service Provider is not liable in the event of an interruption of the Services, attributable to a case of force majeure, by a third party, by you, as well as to risks arising from the technique. The parties acknowledge, without this list being restrictive, conventionally, between them, that damages arising, in particular, either from force majeure, fortuitous events or the actions of a third party, are due to their origins or causes in: natural disasters, fires, floods, lightning, lightning strikes, power surges, strikes, power outages, telecommunications network failures, civil or foreign wars, riots or civil unrest, attacks, regulatory restrictions related to the provision of telecommunications services, loss of connectivity due to public and private operators on which the Supplier depends. According to the terms of article 1218 of the French Civil Code, force majeure exists when an event beyond the debtor's control, which could not reasonably have been foreseen at the time of the conclusion of the Such cases of force majeure suspend the Supplier's obligations, referred to in these ToU & GTCS, for the entire duration of their existence unless the resulting delay justifies the termination of the contract. If the impediment is definitive, the contract is automatically terminated and the parties are released from their obligations. ARTICLE 12 - Proof, storage and archiving The computerised registers kept in the Service Provider's systems, in compliance with the best security practices, will be considered as proof of e-mail communications,... The archiving is carried out on a medium likely to ensure the faithful and durable nature required by the legal provisions in force. It is expressly agreed that in the event of any discrepancy between the Service Provider's computerised registers and the paper or electronic documents available to the Client, the Service Provider's computerised registers shall prevail. ARTICLE 13 - Unforeseeable events In the event of a change in unforeseeable circumstances at the time of conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party which has not accepted to assume an excessively onerous performance risk may request a renegotiation of the contract from its contracting partner. In the event of refusal or failure to renegotiate, the parties may agree to terminate the contract, on the date and under the conditions they determine, or request by mutual agreement that the judge adapt it. If no agreement is reached within a reasonable period of time, the judge may, at the request of a party, revise or terminate the contract on the date and under the conditions set by the judge. ARTICLE 14 - Disputes By express agreement between the parties, these ToU & GTCS and the purchase and sale transactions resulting therefrom are governed by French law, unless otherwise provided by public policy. All disputes to which this contract may give rise, concerning its validity, interpretation, execution, resolution, consequences and consequences shall be submitted to the DIJON Commercial Court, including in the event of urgent proceedings (in particular summary proceedings), multiple defendants, warranty claims or payment orders, unless otherwise provided by public policy. ARTICLE 15 - Language of the contract ToU & GTCS are written in French. In the event that they are translated into one or more languages, the French text alone shall prevail in the event of a dispute. ARTICLE 16 - Consequence of the invalidity of a clause If one or more provisions of these ToU & GTCS are held to be invalid by law or regulation, or declared invalid by a final decision of a competent court, they shall be deemed unwritten, the other provisions of these ToU & GTCS retaining all their force and scope, as not affecting the validity or continuation of the contractual relationship as a whole, unless it is a clause that was decisive for one of the parties at the time of conclusion of the contractual relationship. In this case, the parties shall negotiate in good faith with a view to replacing this clause with a valid clause reflecting their initial will. ARTICLE 17 - Client Acceptance These ToU & GTCS are expressly agreed and accepted by the Client, who declares and acknowledges that he is fully aware of them, and therefore waives the right to rely on any contradictory document and, in particular, his own general terms and conditions of purchase, which shall not be binding on the Service Provider, even if he has been aware of them. ARTICLE 18 - Questions For any information or questions, the Service Provider is at your disposal. You can reach him according to the following terms and conditions on Monday and Friday from 9:30 am to 12 pm and then from 2 pm to 6:30 pm CET. By mail to the following address: CMV INFORMATICS 1 rue Legrand du Saulle 21000 DIJON (FRANCE) By email to the following address: support@posipricing.com Or by phone at: Tel: + 33 (0)3 80 53 94 14; Fax: + 33 (0)3 80 53 94 19.