TERMS OF USE AND GENERAL TERMS AND CONDITIONS OF SALE OF THE CABEXPERT RETAIL SOLUTION Date of update: 25/09/2019 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 Cabexpert Retail software solution published by the Supplier (hereinafter, the "Solution"), through the online platform accessible in particular at the address provided by CMV Informatics to the Customer (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. 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 a