ALTAMETRIS SUITE - TERMS OF USE PREAMBLE ALTAMETRIS is the provider of the application ALTAMETRIS SUITE, which is a service executed online (Software as a Service or “ SaaS ”). As such, it offers a support service for the digitization of industrial assets with a view to their exploitation in the form of a digital twin , executed remotely via the Internet network. The co-contracting party, after having duly informed itself and having reviewed all the information that it considers necessary to ensure his choice, wishes to benefit from the service ALTAMETRIS SUITE offered by ALTAMETRIS. For the purposes of good commercial relations and for the sake of effective collaboration, the Parties agree to the following. Article 1. Definitions “ Administrator ” means the natural person designated by the Customer as his representative, responsible for the administration of the Service. “ Contract ” designates the contractual set composed, in order of decreasing priority, of the Commercial Annex, the Conditions of Use and the Documentation. The Customer acknowledges that the acceptance of these has the consequence of excluding the application of its general conditions of purchase and unilateral derogations throughout the duration of the Contract. The Contract forms an over-the-counter contract within the meaning of article 1110 of the French Civil Code. “ Documentation ” means the documents describing the functionalities of the Service, provided in electronic form. All other documentation is excluded from the scope of the Contract, in particular commercial documentation and training documentation. “ Business Data ” means the data that can be processed by the Service. “ Customer Data ” means all the data communicated by the Customer and actually received by ALTAMETRIS, object of the use of the Service, excluding Customer identification data. " Intellectual property rights " means any right resulting from the application of laws on copyright and rights related to copyright, the rights of the database producer, designs and models, patents, trademarks business, now and in the future, and for the whole world. “ Software ” designates the computer program (s), software or software elements necessary for the provision of the Service by ALTAMETRIS. " Maintenance period " means the period during which ALTAMETRIS has the possibility of modifying, correcting or improving the Service and during which the Service is potentially unavailable. The period during which maintenance can be carried out is as follows : working days between 6 p.m. and 6 a.m. the next day, Saturday and / or Sunday. “ End Users ” means the representatives of the Customer, or of its own customers, authorized to use the Service. An End User is expressly prohibited from sharing their credentials with a third party or another End User, even if the latter is an authorized End User. Article 2. Purpose The purpose of the Contract is to define the terms of supply of the Service ALTAMETRIS SUITE to the Customer. Any use of the Service is subject to compliance with the Contract by the Customer. The Service requires access by the Customer to the Internet network. This access is not included in the Service and must be provided by a third party under the responsibility and according to the Customer's choice. Article 3. Entry into force and duration of the Contract The Contract takes effect upon signature by the Client and is concluded for a period of three (3) years. At the end of the term, it will be renewed by tacit agreement for periods of one (1) year, unless terminated by one of the Parties by registered letter with acknowledgment of receipt received by the other Party at least one (1) months before the anniversary date. Article 4. Service provided by ALTAMETRIS 4.1. Description of the Service ALTAMETRIS SUITE 4.1.1. ALTAMETRIS SUITE Service ALTAMETRIS provides an online application service named ALTAMETRIS SUITE. The details of the Service subscribed by the Customer and its limits are indicated in the Commercial Annex. To provide the Service, ALTAMETRIS uses hosting services from a specialized subcontractor and informs the Customer that the Service infrastructure can be shared with one or more other ALTAMETRIS customers, which the Customer accepts expressly. 4.1.2. Additional services Additional Services mean all the options and services offered or that will be offered to Service customers as defined in the Commercial Annex. The Customer can subscribe to Additional Services at any time. It is up to ALTAMETRIS to determine whether the new functionalities of the Service constitute a simple evolution of this one or an additional Service. 4.2. Condition of access to the Service The Service is exclusively reserved for the Customer for its internal use. The Service may be used to produce deliverables for the Client's own customers. The Customer may grant access to the Service to End Users who are agents of its own customers, in compliance with the conditions detailed in the Commercial Annex. The Customer undertakes not to be a direct competitor of ALTAMETRIS and not to develop software or services competing with ALTAMETRIS, except after prior written information from ALTAMETRIS. The Customer also undertakes not to access the Service for the purposes of monitoring its availability, performance or operation, or for any other comparative or competitive evaluation purpose, except with the prior written consent given by ALTAMETRIS. By using the Service, the Customer accepts the transfer, processing and storage of Customer Data by ALTAMETRIS under the conditions set by the Contract. 4.3. Technical prerequisites for accessing the Service Access to the Service implies that the Customer and the Customer Data comply with the technical characteristics listed in the Documentation or on the site dedicated to the Service. Otherwise, ALTAMETRIS cannot under any circumstances be held responsible for any malfunctions or non-functioning of the Service observed. Article 5. Obligations of ALTAMETRIS 5.1. Proposed service ALTAMETRIS undertakes to implement all the means that it is reasonable to expect from it to provide the Customer with the Service as defined in the Contract, subject to the respect by the Customer of its contractual obligations. ALTAMETRIS cannot guarantee a level of quality and / or a lasting Service and / or free from any defect, defect or interruption of operation. 5.2. Modification of the Service ALTAMETRIS has no obligation to provide changes to the Service. In cases where ALTAMETRIS improves or modifies the Service, the Customer agrees in advance to use this new version of the Service. 5.3. Personal data Customer Data is stored and processed in a country of the European Union and in facilities that meet the legal requirements applicable to the protection of personal data. In particular, the logical and physical security measures necessary to ensure the security and confidentiality of Customer Data are implemented. The Data processing appendix covers the processing carried out by ALTAMETRIS on behalf of the Customer through the Service. 5.4. Technical support The Service includes assistance aimed at resolving incidents affecting the Service. Assistance is triggered by the written report of an incident by the Customer at any time and according to the defined terms. Any requests by telephone must be confirmed in writing. The Customer will communicate, according to the instructions of ALTAMETRIS, any information on the incident and in particular its precise description, its environment of use of the Service, the date and time of the incident. The Customer will take all measures to facilitate the handling of the incident and will provide its best cooperation in its resolution. The technical infrastructure for providing the Service is monitored 24 hours a day, 7 days a week. The support of the business teams is provided every working day from 9 a.m. to 5 p.m. French time. Online assistance only covers incidents directly attributable to the Service. The Customer's IT environment, network and Internet access are not covered by online assistance. ALTAMETRIS undertakes to handle incident reports within four (4) working hours. Before submitting an online assistance request to ALTAMETRIS and without referring to the latter, the Customer undertakes to implement by himself all the means that it is reasonable to expect from him in order to attempt to correct errors, bugs, malfunctions or network connection faults, as well as to respond, at its own expense, to any question or complaint addressed to it by End Users. ALTAMETRIS guarantees that online assistance will be provided in accordance with the rules of the art, but cannot guarantee that said assistance will resolve the difficulty encountered or that the difficulty will not recur. ALTAMETRIS reserves the right not to respond to a request for online assistance that does not comply with the conditions stipulated by this article. 5.5. Level of service The availability of the Service is calculated on a monthly calendar basis, excluding Maintenance Periods (hereinafter the “ Service Period”). ALTAMETRIS implements the appropriate means to ensure availability of the Service 100% of the Service Period. The provisions of this article constitute all of ALTAMETRIS 'obligations under the availability of the Service. 5.6. Business and Customer Data Integrity ALTAMETRIS undertakes to take all measures in accordance with the rules of the art to guarantee the integrity of Business and Customer Data, in particular by regularly backing them up in order to provide the Service without interruption. However, the Customer remains fully responsible for the long-term safeguard of Business and Customer Data. The provisions of this article constitute all of ALTAMETRIS 'obligations with regard to the integrity of Business and Customer Data. 5.7. IT security ALTAMETRIS undertakes to take all measures in accordance with the rules of the art to guarantee the IT security of the Service. ALTAMETRIS reserves the right to interrupt the operation of the Service or prohibit access to the Service or to Business and Customer Data when the security of the Service is threatened (security breach detected, intrusion, data corruption, virus, malware). ALTAMETRIS undertakes to restore access to the Service as soon as possible. This interruption period is an integral part of the Maintenance Period. Article 6. Obligations of the Client 6.1. Payment for the Subscribed Service and Additional Services The Customer undertakes to pay ALTAMETRIS for the Subscribed Service and the Additional Services in the amounts set in the Commercial Annex and under the conditions provided for in the article " Payment for the Service " herein. 6.2. Administration, security and confidentiality rules The Customer will designate a Service Administrator and a deputy from among its staff who will be the exclusive correspondents of ALTAMETRIS and will in particular assume the first level of support for End Users. The Client agrees to comply (and is committed to ensuring the compliance of End Users) with the following administration, security and confidentiality rules :  it is forbidden to connect to the Service under a false identity or with the account of a third party ;  it is forbidden to create user accounts by fraudulent means ;  it is prohibited to make modifications, adaptations, translations or reverse engineer any portion of the Service or the Software ;  it is forbidden to use the Service for illegal file sharing ;  it is forbidden to transmit to the Service any content of a pornographic nature, inciting to hatred or violence, or which presents documents, products or services that infringe criminal law, other laws in force or the rights of third parties ;  the Customer is required to notify ALTAMETRIS without delay of any breach of the Service's security system, including, without limitation, in the event of unauthorized use of an Administrator's password or account or 'Final user;  the Client must, to the extent of applicable laws, notify ALTAMETRIS if he receives a subpoena or any other request for legal information that involves information from the Service or from ALTAMETRIS ;  the Customer is solely responsible for the custody of the access codes given to him and undertakes that no person not authorized by ALTAMETRIS has access to the Service ;  the Customer assumes responsibility for the security of the computer stations accessing the Service ;  the Customer undertakes not to use the Service for illegal purposes ;  the Customer undertakes not to participate in activities likely to interfere with the Service or the servers or networks connected to the Service, or to interrupt them.  the Customer is solely responsible for the collection, transmission and updating of Customer Data. Article 7. Intellectual property 7.1. Intellectual Property of ALTAMETRIS ALTAMETRIS is the owner of all intellectual property rights necessary for the execution of the Service and the use of the Software (and any derivative works or modifications thereof), including, without limitation, all software, technologies, information, content, support, guidelines and documentation, with the exception of Business and Customer Data. The Customer is not authorized to withdraw, mask or alter in any way the distinctive signs, copyrights or trademarks of ALTAMETRIS affixed or provided in the context of the execution of the Contract. The Service, the Software, or any part thereof, may not be used, copied, transferred or modified, except as expressly permitted by the Agreement. 7.2. Restrictions on use The Customer undertakes not to infringe, directly or indirectly, the rights held by ALTAMETRIS and consequently refrains in particular from :  allow the use of the Service to a third party by any means whatsoever outside the access rights granted to End Users where applicable. In particular, the Customer is prohibited from transferring (except under the conditions of the “ Transfer ” article ) the Service;  make any reproduction, even partial, of the Service and / or Software ;  carry out any adaptation, translation, transformation, merger and more generally any modification of the Service and the Software in any way and for any reason whatsoever, including to correct any errors, the Customer expressly agreeing to reserve this faculty to ALTAMETRIS ;  create a product or service that competes with the Service and / or the Software incorporating ideas, functions, or graphics similar to the Service and / or the Software ;  analyze the source code and the object code of the Software, whatever the reason and the moment. 7.3. Guarantee against counterfeiting ALTAMETRIS undertakes to defend the Customer at its own expense by bearing all the costs relating to this defense, against any allegation relating to the infringement of third party rights by the Service and thus undertakes to pay the damages. interest that he would be ordered to pay by a final enforceable court decision and the necessary and reasonable costs and expenses that the Client would have incurred in the course of the proceedings. The guarantee against any allegation of counterfeiting is stipulated on the condition that the Customer:  is immediately notified ALTAMETRIS writing of the existence of that claim;  has allowed ALTAMETRIS to have only the direction of the defense and all negotiations for a settlement and has cooperated fully and faithfully with ALTAMETRIS for these purposes;  has not admitted and / or admitted any responsibility and concluded any transaction or agreement of any kind concerning this allegation and more generally has not hindered the defense of ALTAMETRIS. If the Service is the subject of such an action, or if ALTAMETRIS considers that it can be, the Customer accepts that ALTAMETRIS, at its option and at its expense, obtains for the Customer the right to continue to do so. 'use, replace, or modify it in such a way as to put an end to the alleged infringement. If none of the options mentioned above is reasonably possible, ALTAMETRIS may decide to terminate the Contract and reimburse the Customer for the sums already paid for the use of the Service for the periods still to run and already paid by the Customer. The benefit of this warranty is not applicable when the alleged infringement:  results from the combination with third-party products or from modifications of the Service by the Customer or a third party;  results from use not in accordance with the Contract;  could have been avoided by using another version of the Service made available by ALTAMETRIS. The provisions of this article define all of ALTAMETRIS 'obligations in terms of guarantees against an allegation of infringement of the Service. The Customer guarantees that the Business and Customer Data do not violate any intellectual or industrial property rights or other rights of third parties and consequently guarantees ALTAMETRIS against any action, claim, claim or opposition from any third party invoking such a violation on all or part of the Customer Data. More generally, the Customer guarantees that the Customer Data does not violate any applicable legislation in force. As such, the Customer undertakes to bear all the costs borne by ALTAMETRIS as a result of said request or procedure as well as all damages and other costs resulting from a court decision, or arbitration or compensation which would be paid as part of a transaction. This guarantee is granted notwithstanding the full and complete repair of the damage suffered by ALTAMETRIS. Article 8. Payment for the Service 8.1. Price The price of the Service is that defined in the Commercial Annex. The prices applicable to the Additional Services or to any evolution of the Service must be requested by the Customer from ALTAMETRIS. All prices are exclusive of tax (HT), the VAT rate in force at the time of invoicing being applicable to obtain the price including all taxes (TTC). 8.2. Billing methods The Service is billed according to the provisions set out in the Commercial Annex. The invoice includes the amounts due for the Service and, where applicable, for the Additional Services for the period to come. If Additional Services are subscribed during the period, invoicing for the first period is carried out according to the pro rata temporis rule . Invoices are payable no later than thirty (30) days following the invoice date and according to the payment terms agreed between the Parties. 8.3. Challenge The Customer has fifteen (15) days following receipt of an invoice to dispute the amount. 8.4. Customer's late payment or default Any delay or default in payment will result in the sending to the Customer of a reminder email notifying him of a period of thirty (30) days after which, in the absence of regularization, access to the Service will be suspended and then terminated at its exclusive wrongs after a period of ninety (90) days. Pursuant to article L.441-6 of the French Commercial Code, in addition to the statutory lump-sum indemnity for recovery costs of forty (40) euros, late penalties are payable the day following the payment date appearing on the invoice in the event that the sums due are paid after this date. The interest rate for these penalties is that applied by the European Central Bank to its most recent refinancing operation increased by ten (10) points late. ALTAMETRIS reserves the right to add to these penalties all the costs linked to the delay and which will have been borne by it. Article 9. Liability 9.1. Responsibility of the Client The Customer is solely responsible for the adequacy of the Service to his needs and requirements. The Customer is solely responsible for the long-term safeguarding of Business and Customer Data, the responsibility of ALTAMETRIS cannot be sought in this respect under any circumstances. The Customer agrees to use the Service only for civil purposes and in compliance with the law and regulations in force in the country where it is located. The Customer cannot be held responsible for any damage due to the occurrence of a case of force majeure. 9.2. Liability of ALTAMETRIS ALTAMETRIS ensures an obligation of means in the execution of the Contract. Consequently, ALTAMETRIS cannot be held responsible for functional flaws in the Service simply because of their existence. ALTAMETRIS is responsible, under the conditions of this article, for any damage proven by the Customer, directly consequential and exclusively attributable to the Service provided by ALTAMETRIS. This responsibility may be implemented by the Customer if it establishes, on the one hand, the causal link thus defined and, on the other hand, a serious breach by ALTAMETRIS of its contractual obligations. 9.3. Limitation of liability The liability of ALTAMETRIS is in any event and for all causes capped at the net amount received and retained by ALTAMETRIS under the Contract during the six (6) months immediately preceding the first serious breach alleged against it. 9.4. Exclusion of liability ALTAMETRIS is not liable for any indirect damage that may result from the use of the Service such as financial or commercial damage, loss of customers or savings, any commercial disturbance, operating loss in the accounting sense, loss of productivity, increase in costs and other overheads, loss of profits, loss of contracts, loss of branding, postponement or disruption in business operations. Likewise, ALTAMETRIS cannot be held responsible for the non-performance or delays in the performance of an obligation of the Contract which would be partially or entirely due to the fact of the Customer or to a case of force majeure, total or partial strike. external to ALTAMETRIS, stop of energy supply, blockage or malfunction of telecommunications networks, intervention of civil or military authorities, natural disasters, fires, water damage, act of terrorism, health alerts. ALTAMETRIS will not be responsible for any damage originating from the use of the Service in conjunction with software or hardware used by the Customer, or for any technical problem with its information system. 9.5. Exclusion of third parties ALTAMETRIS only makes a commitment vis-à-vis the Customer and him alone. ALTAMETRIS makes no commitment vis-à-vis third parties and particularly vis-à-vis customers, partners and companies economically or legally linked to the Customer, including if the End Users are agents of a Customer of the Customer. 9.6. Obligation to minimize damage Each of the Parties shall do everything possible to minimize the damage that it may suffer in application of the present. 9.7. Risk allocation These provisions establish a distribution of risks between the Client and ALTAMETRIS. The price defined by the Parties reflects this distribution as well as the limitation of liability described above. 9.8. Survival of this article It is expressly agreed between the Parties that in the event of termination of the contract for any reason whatsoever, this article will survive. Article 10. Termination 10.1. Prior suspension ALTAMETRIS may suspend access to the Service (i) if ALTAMETRIS finds that maintaining such access would constitute a significant threat to the security, integrity, availability or proper functioning of the Service ; (ii) if ALTAMETRIS finds that the accesses to the Service are used to commit an illegal act or finds a violation of the rules of administration, security and confidentiality or of the restrictions of use provided for herein. The Customer will be warned in advance of the suspension, except in an emergency, and will be asked to put an end to the breach or to provide any information necessary in order to restore access as soon as possible. 10.2. Termination for default Each of the Parties may terminate the Contract as of right in the event of breach of the Contract by the other Party not corrected after formal notice to regularize the situation within thirty (30) days, without prejudice to its other rights and means. of recourse. In the event of failure by the Customer not corrected within the aforementioned deadlines, ALTAMETRIS may terminate the Contract and invoice the entire Service firmly ordered by the Customer and still to be provided, without prejudice to any subsequent recourse. 10.3. Return of data to the Customer Provided that the Customer is up to date in his payments, ALTAMETRIS may, at the Customer's request, return to him, by sending within thirty (30) days one or more physical media or provide him with a link of download containing all Business and Customer Data in an intelligible form. After restitution or two (2) months after the end of the Contract, ALTAMETRIS undertakes to destroy all Business and Customer Data within a maximum period of thirty (30) days. However, it is agreed between the Parties that ALTAMETRIS will be able to keep (without using them) a copy of the data, only to the extent that this conservation is made necessary by law, regulations, or professional practice (in particular those relating to automatic backup of electronic data and management of Information Systems). Article 11. General 11.1. Convention of proof and control The Parties agree that the recordings made by ALTAMETRIS equipment as well as the electronic exchanges between the Parties shall be valid as proof between the Parties within the meaning of article 1316-2 of the Civil Code. The Customer authorizes ALTAMETRIS and / or any specialized body authorized by ALTAMETRIS to carry out on-site and off-site inspections to its premises, after a notice period of five (5) working days notified in writing by ALTAMETRIS, and audit the use that is made of the Service. This audit will be the responsibility of ALTAMETRIS or the responsibility of the Customer if it turns out that the results of the audit show a non-compliance by the Customer with the conditions of use of the Service. 11.2. Confidentiality If the Parties have signed a confidentiality agreement, it will remain fully applicable. In addition, or in the event that the Parties are not bound by a confidentiality agreement or if it were to expire, they must, throughout the term of the Contract and for a period of five (5) years after its expiry for any reason whatsoever, preserve the confidentiality of the terms of the Contract and the services provided. They must not reveal to a third party any information contained in the Contract or any confidential information concerning the business of the other Party, their products or services, except in the case of legal requirements. The Parties also undertake to ensure that this confidentiality obligation is respected by all members of their staff, their agents, advisers, service providers or co-contractors, who are authorized to benefit from the Contract or to know its terms, of which they are responsible. As an exception, the Customer authorizes ALTAMETRIS to include its corporate name and / or logo and / or its brands used as a sign on a reference list distributed to its prospects and / or customers and more generally to reproduce these elements to ensure the promotion of the Client as an ALTAMETRIS client with regard to the public or internally. If ALTAMETRIS wishes to detail the services provided for the Client, it must obtain the prior written authorization of the Client. 11.3. Assignment The Contract being concluded between the Parties in consideration of their respective person, any assignment or any total or partial transfer by a Party to a third party, free of charge or against payment, is formally prohibited without the prior written consent of the other Party. . 11.4. Modification of the Service ALTAMETRIS reserves the right to make changes to the Service at any time (new functionalities or compliance with the law) and to add the appropriate provisions to the Contract on the condition that they do not impact the essential obligations of the Parties. (provision of the Service by ALTAMETRIS, payment of the agreed price for the Service, rules of liability, security of Business and Customer Data, Intellectual Property). 11.5. Partial validity If one of the clauses of the Contract is null with regard to a law or any other rule of law in force, it will be deemed unwritten, without this however resulting in the nullity of the contract as a whole, the other provisions retaining all their strength and reach. 11.6. Applicable law and jurisdictions The Contract is subject to French law. The Parties declare their intention to seek an amicable solution to any dispute relating to the formation, application or interpretation of the Contract within two (2) months of its occurrence. Any dispute not resolved amicably within this period will be brought exclusively before the competent court of Bobigny.