Article 1 : CONTRACT This Agreement is concluded between the company named in the Order Form (hereinafter, the "Client") and CREATIVE DATA (SAAGIE), a French Société par Actions Simplifiée (simplified joint stock company) with a capital of € 345,469.95, having its registered office at 72 rue de la République; 76140 Le Petit Quevilly, registered in the Rouen Trade and Companies Register under number 794 047 696 (hereinafter, "CREATIVE DATA"). CREATIVE DATA publishes and operates the "SAAGIE" Solution dedicated to the analytical processing of data collected and used by its customers (hereinafter: the "Solution"), whose technical features, installation requirements, list of modules and user manual are described on the website docs.saagie.io (hereinafter: the "Documentation") The Parties have therefore come together to formalize, by the present, the conditions of their collaboration. This Agreement supersedes all prior commercial proposals exchanged between the Parties and/or agreements previously entered into between them. The term "Contract" refers to the following documents, which are listed in decreasing order of legal value: - The Purchase Order - The present General Terms and Conditions of Sale - The Annexes: Appendix 1: Maintenance Conditions Appendix 2: RGPD Charter In case of contradiction between the provisions of one or more of the above-mentioned documents, the document with the highest legal value shall prevail. Article 2: PURPOSE The purpose of this contract is to define the legal, financial and technical terms and conditions according to which CREATIVE DATA (SAAGIE) grants the Client a non-exclusive, personal and non-transferable license to use the Solution, and to host the Solution in a Cloud managed by CREATIVE DATA (SAAGIE) or a Public Cloud. The Cloud provider is chosen by the Parties, and is named in the Purchase Order (hereinafter the "Cloud Provider"). Furthermore, CREATIVE DATA (SAAGIE) will provide the Customer with the storage capacity specified in the Purchase Order. Any request for additional capacity shall be subject to a separate agreement between the Parties. The level of service and support is provided in Appendix 1 of the Contract. Article 3: CUSTOMER'S OBLIGATIONS The Customer shall use the Solution in accordance with the Documentation and shall be responsible for the security of the applications it develops on the Solution. The Customer declares that he has received from CREATIVE DATA (SAAGIE), prior to the signature of the present contract, all advice, instructions and details necessary for him to subscribe to the present contract in full knowledge of the facts, that he has sufficient knowledge of the characteristics and functionalities of the Solution, and that he has, prior to the present contract, sufficiently exchanged with CREATIVE DATA (SAAGIE) to ensure that the service corresponds to his expectations, needs and constraints. He is responsible for: of the use of the Solution ; the code hosted on the Solution; the use, operation and security of third party applications (External Technologies) launched through the Solution; the interoperability of the Solution with its own tools and applications; the collection of Data and their integration, until CREATIVE DATA (SAAGIE) takes over these operations in the framework of Additional Services, the legality and conformity of the Data with public order, good morals or the rights of third parties, its relations with its own clients and the respect of the contractual commitments it has made to them, the processing of personal data that may be collected through the Solution, as envisaged in the EU Regulation 2016/679 (RGPD), (this being detailed in Annex 2) In this respect, the Customer undertakes to hold CREATIVE DATA (SAAGIE) harmless in any disputes or litigation that may arise in these areas and to take personal responsibility for their resolution. Furthermore, the Customer declares that he is aware that CREATIVE DATA (SAAGIE) may suspend access to the Solution if his use of the Solution presents a proven risk to the stability and/or security of the systems, infrastructures and environments of the Cloud service provider. The Client declares that it is aware that some of the software that makes up the Solution is so-called "free" software. In the event that these versions are no longer supported by the original publisher, Saagie shall not be liable for any incident related to the discontinuation of support for these versions. Saagie undertakes to inform the Customer of the termination of support for the said versions, and to propose an open source or commercial alternative, which may be the subject of a quotation as part of its implementation. Article 4 : CREATIVE DATA's obligations CREATIVE DATA (Saagie) guarantees that the Solution complies with the technical characteristics mentioned in the Documentation, subject to its proper use. CREATIVE DATA (SAAGIE) undertakes not to take cognizance of the Data integrated by the Customer in the Solution, except in the case of a possible order of Additional Services or of an express request from the Customer. It shall not use them directly or indirectly, particularly for canvassing or commercial solicitation. In order to improve our services & products, CREATIVE DATA (SAAGIE) reserves the right to collect information on the use of its services and the Solution, in compliance with the regulations applicable to French law, in particular the anonymized connection data on the Solution (the Metadata) for the sole purpose of statistics, invoicing and usage studies. Furthermore, CREATIVE DATA (SAAGIE) shall have the right to ask the Customer to provide it with all information, documents and records relating to the use of the Solution and the compliance with the contract or to conduct an audit itself for the same reasons. It is the Customer's responsibility to alert CREATIVE DATA (SAAGIE) of any attack, potential threat or attempt of intrusion of third parties in the Solution. CREATIVE DATA (SAAGIE) CREATIVE DATA (SAAGIE) shall not be held responsible for any lack of vigilance on the part of the Users in maintaining the confidentiality of their login and password. CREATIVE DATA shall not be held responsible for any damage not caused by a malfunction of the Solution, in particular for any difficulties originating from the Customer's infrastructure or personnel, or from the Cloud provider. In any case, CREATIVE DATA (SAAGIE) shall not be liable to the Customer for any damages, of any kind, direct, material, commercial, financial or moral, due to the execution of the present contract, for an amount higher than fifty percent (50%) of the amounts paid by the Customer during the twelve (12) months preceding the alleged damage. CREATIVE DATA (SAAGIE) can only be held liable if the Client has made a claim, by registered letter with acknowledgement of receipt, within one month of the said occurrence. In no event shall either party be liable for any consequential damages (including any damages resulting from any loss of use, data, profits or business) arising out of or relating to the Solution, the Additional Services or the maintenance services. Article 5: PARTNER APPLICATIONS The Customer declares that it is aware of any general terms and conditions of sale applicable to the Apps, External Technologies and open source software available on the Solution via the application catalog and/or which are specifically included in the order form. ARTICLE 6: CHANGE MANAGEMENT BY OUR CLOUD PROVIDER Our Cloud Provider may at any time change its services and in particular add, modify or delete references, ranges, options and/or functionalities. CREATIVE DATA (SAAGIE) will inform the Customer, by email or via the user interface, of any substantial change in our Cloud provider that could impact the Customer at least thirty (30) calendar days before the implementation of said change. However, certain changes to third-party products used by our Cloud provider, or emergency situations (such as a proven security risk or legal or regulatory compliance) may result in immediate changes to our Cloud provider's services and therefore impact the Solution. Article 7 : ADDITIONAL SERVICES The Customer may choose to have additional services (hereinafter referred to as "Additional Services") invoiced at the rate in force on the day of the order or communicated to the Customer and provided by CREATIVE DATA, and not included in the fixed price mentioned in article 7.2 below. These services are subject to the present general terms and conditions. However, it is hereby clarified that CREATIVE DATA (SAAGIE) is bound by an obligation of means for the performance of the Additional Services. Article 8 : DURATION AND PRICE 8.1 Duration The present contract is concluded for the duration specified in the Purchase Order. 8.2 Price applicable to the Cloud offer managed by Saagie In return for the license granted in article 2, for the hosting and for the services provided in article 6, the Client will pay CREATIVE DATA a fixed price, the calculation methods and applicable rates of which are specified in the Purchase Order. The price structure of the Managed Cloud offer, as defined in article 2, is composed of four elements listed below. It is hereby clarified that in the event of a price increase by the Cloud Provider, CREATIVE DATA is entitled to pass on this increase to the Customer's invoices. (i) the use of the Solution (Jobs and Apps): The price depends on the number of processes performed on the Solution (hereinafter referred to as "Jobs") and the number of Apps included in each package. Existing and active Jobs (excluding archived and deleted jobs, and whether they are executed or not) during the current month and per deployed instance of the Solution are taken into account. Furthermore, a discussion between CREATIVE DATA and the Customer will take place in order to increase the initially planned level of Jobs and Applications, and to define the price applicable to this new level. (ii) infrastructure: This is the number and type of servers defined in the order form. The price is fixed. However, in the event of a price increase by the Cloud Provider, CREATIVE will pay a fixed price. Cloud Provider), CREATIVE DATA is entitled to pass on this increase to the Client's invoices. (iii) Storage: This is a maximum number of TB of storage defined in the purchase order. In case of exceeding the level defined in the order form, the Customer will be invoiced for the surplus on the basis of his real consumption. In addition, CREATIVE DATA and the Customer will discuss whether to increase the storage level initially agreed upon, and to define the price applicable to this new level. (iv) outgoing data flow : This is a maximum number of TB of outgoing data streams defined in the purchase order. If the level defined in the order form is exceeded, the Customer will be invoiced for the excess on the basis of its actual consumption. Furthermore, a discussion between CREATIVE DATA and the Customer will take place in order to increase the outgoing data flow level initially defined, and to define the price applicable to this new level. However, in case of a price increase by the Cloud Provider, CREATIVE DATA is entitled to pass on this increase to the Customer's invoices. 8.3 Price revision The above-mentioned price can be revised by CREATIVE DATA on the anniversary date of the contract according to the following formula: - P1 = P0 x (S1 / S0) - P1 : revised price - P0 : original contractual price or last revised price - S0: SYNTEC reference index used at the original contract date or at the last contract revision - S1: last index published on the revision date The first SYNTEC reference index is the actual index of the month following the date of signature of the Client In case of disappearance of the SYNTEC index, CREATIVE DATA will decide on a replacement index and will inform the Client without delay. CREATIVE DATA will inform the Client of this change by any useful written means, in particular by email, at least four (4) months before the new price list comes into force. 8.4 Late payments and payment incidents The Customer is informed and accepts expressly that any delay in payment of all or part of a sum due on its due date will automatically lead, without prejudice to the provisions of article 14 and without prior formal notice : the forfeiture of all sums due by the Customer and their immediate payment ; the immediate suspension of the present contract until full payment of all sums owed by the Client; the invoicing to CREATIVE DATA of a late payment interest at the rate of five (5) times the legal interest rate, based on the amount of the totality of the sums owed by the Client and of a fixed compensation of forty (40) euros for the collection costs. Article 9: TERMINATION FOR FAILURE In the event of failure by one of the Parties to fulfill its essential obligations under this contract, the contract shall be terminated by operation of law thirty (30) days after receipt by the defaulting Party of a formal notice, which has remained without effect, by registered letter with acknowledgement of receipt, mentioning the intention to apply this clause, without prejudice to any damages that may be claimed from the defaulting Party. Article 10: INTELLECTUAL PROPERTY The Solution is provided under a subscription license and is neither sold nor intended for perpetual use. The Client expressly acknowledges that the present contract does not grant him any intellectual property rights on the Solution, which remains the exclusive property of CREATIVE DATA (SAAGIE). The Client has only a license to use the Solution under the conditions defined herein. Consequently, all disassembling, decompiling, decrypting, extracting, reusing, copying and more generally all acts of reproduction, representation, distribution and use of any of the elements composing the Solution, in whole or in part, without the authorization of CREATIVE DATA (SAAGIE), are strictly prohibited and may be subject to legal proceedings. The right to use the Solution is granted to the Client only upon full payment of the price agreed upon by the parties. Article 11 : CONFIDENTIALITY Each of the Parties undertakes to keep strictly confidential all documents and information of a legal, commercial, industrial, strategic, technical or financial nature relating to the other Party, of which it may have become aware during the conclusion and performance of this contract, and not to disclose them without the prior written consent of the other Party. This obligation does not extend to documents and information : of which the Party receiving them already had knowledge; already public at the time of disclosure or which would become public without breach of this Agreement; which would have been lawfully received from a third party; the communication of which would be required by judicial authorities, in application of laws and regulations or in order to establish the rights of a Party under this agreement. This obligation of confidentiality extends to all employees of the Parties as well as their affiliates and co-contractors. It shall continue in effect for five (5) years following the termination of the relationship between the Parties. Article 12: PERSONAL INTUITUITY The present contract is deemed to have been concluded in consideration of the person of the Parties and therefore, they will not delegate or assign any of the rights under the present contract, nor entrust to a third party the performance of all or part of their obligations, without the prior written agreement of the other Party. CREATIVE DATA (SAAGIE) reserves the right to use subcontractors for related services necessary for the fulfilment of its obligations under this agreement, which the Customer expressly accepts. In this case, CREATIVE DATA (SAAGIE) undertakes to ensure that its subcontractors comply with the same contractual obligations as those to which it is subject under the present contract. Article 13 : SOCIAL REGULATIONS CREATIVE DATA (SAAGIE) declares that it complies with the fiscal and social legislation in force, that it is up to date with the payment of social security contributions and that it is able to provide proof of compliance with the various obligations applicable in this respect, at the request of the Client. Article 14: EFFECT OF THE END OF THE CONTRACT AND REVERSIBILITY At the end of the present contract, for any reason whatsoever, the Customer shall immediately cease all use of the Solution and hand over to CREATIVE DATA (SAAGIE) all programs and documents related to the Solution. In case of termination of the present contract, whatever the cause, the Client shall have seven days to recover the data integrated in the Solution before its deactivation. CREATIVE DATA (SAAGIE) may also draw up an estimate, billable to the Client, and return the Solution, as well as all the Data integrated in it, to the Client in a standard format that can be read without difficulty in an equivalent environment, in order to allow the Client, or any service provider of its choice, to take over the services covered by the present contract under normal operating conditions ensuring the continuity of the said services, on the system that the Client has selected. If necessary, CREATIVE DATA (SAAGIE) also undertakes to destroy the said data and information and not to keep any copy. Article 15: MARKETING CREATIVE DATA (SAAGIE) has the right to disclose its business relationship with the Client, and to use its name and logo on its communication supports, including the website. Article 16 : MISCELLANEOUS PROVISIONS 16.1 Relations between the Parties It is expressly agreed that neither Party may rely on the provisions of this Agreement to claim, in any way, the status of agent or employee of the other Party, nor commit the other Party to third parties, beyond the services provided for herein. No special legal structure is hereby formed between the Parties, each retaining its own autonomy, responsibilities and clientele. 16.2 Election of domicile For the performance of this Agreement, each of the Parties elects domicile at its address, as it appears on the first page of this Agreement. They undertake to inform each other of any change of address by registered letter with acknowledgement of receipt. Failing this, any mail sent to the address indicated at the top of the present contract will be considered as having been validly received. 16.3 Independence of the contract, severability and modifications This contract represents the entirety of the commitments existing between the Parties. It replaces and cancels any previous oral or written agreement relating to the subject matter of this Agreement. The invalidity or inapplicability of any of the stipulations of this contract shall not invalidate the other stipulations, which shall retain their force and scope. The Parties shall then approach each other in good faith to make the necessary amendments so that each of them is in an economic situation comparable to that which would have resulted from the application of the invalidated clause. Any modification or amendment to this contract shall be subject to a written agreement between the Parties which, when this modality is expressly provided for herein, may be made by exchange of emails. 16.4 Force majeure The responsibility of the parties cannot be sought if the execution of the contract is delayed or prevented due to a case of force majeure or a fortuitous event, the fact of the other party or a third party or external causes such as social conflicts, intervention of the civil or military authorities, natural disasters, fires, water damage, interruption of the telecommunications network or of the electrical network. Expressly, are considered as force majeure or fortuitous events, in addition to those usually retained by the Jurisprudence of the French Courts and Tribunals. The cases of force majeure, or fortuitous events, are considered to be those usually retained by the Jurisprudence of the French Courts and Tribunals. Appendix 1 - Maintenance Conditions Corrective Maintenance The purpose of corrective maintenance is to correct, during the term of the license granted to the Customer, the anomalies found in the Solution, understood as a bug or malfunction of the latter (hereinafter: "Anomalies"). The Anomalies are divided into three categories: "Critical Anomaly": Anomaly that makes it impossible to use the Solution completely; "Major Anomaly": Anomaly diminishing the use of the Solution by preventing the use of certain essential functionalities; "Minor Defect": any Defect that makes it impossible for the Customer to use one or more non-essential features of the Solution. The Client may report to CREATIVE DATA (SAAGIE) any Anomaly by creating an incident ticket in the incident management tool at his disposal (hereinafter: "the Incident Management Tool"). The Customer shall make every effort to provide as much information as possible to enable CREATIVE DATA (SAAGIE) to characterize the incident. CREATIVE DATA (SAAGIE) commits itself to provide a Saagie support technician level 1, 2 or 3 to diagnose the Anomaly, checking in particular if it originates from the Solution or the Saagie Cloud hosting, and, if this is the case, will proceed to the reclassification of the Anomaly as a Critical, Major or Minor Anomaly This diagnosis will be carried out within the timeframes below, subject to the availability of the Customer's resources after the diagnosis has begun: Critical Anomaly: 1 working day after the opening of the ticket; Major anomaly: 3 working days after the opening of the ticket; Minor anomaly: 10 working days after the opening of the ticket. If it turns out that the Anomaly is caused by the Solution, CREATIVE DATA (SAAGIE) commits itself to use the necessary means to correct it as soon as possible. These services are carried out within the framework of CREATIVE DATA's intervention periods, i.e. between 8:00 am and 6:00 pm on working days. A working day is understood to be an uninterrupted period of ten hours (10:00), from Monday to Friday, between 8:00 am and 6:00 pm and excluding holidays or non-working days. Any delay that began during this time slot will expire at the same time on the last business day of the delay. Evolutionary maintenance CREATIVE DATA (SAAGIE) undertakes to provide the Customer, during the contract period : any improvements to the functionality of the Solution or revisions to introduce minor extensions to the Solution (hereinafter: the "Updates"), all modifications of the Solution and related documentation by adding new functionalities (hereinafter: "New Versions"). The nature and regularity of these Updates and New Releases shall be left to the free discretion of CREATIVE DATA (SAAGIE). The Updates may be carried out automatically and without prior notice, which the Client expressly accepts. In case the Solution is hosted by the Client (managed mode), the Client authorizes CREATIVE DATA to intervene on the Solution to install any Update or New Version. In case of non-installation CREATIVE DATA will not be able to provide the corrective maintenance services as defined in this Appendix. Furthermore, CREATIVE DATA may intervene without prior notice and without delay, in order to solve any security flaw that would have been detected by the SAAGIE teams. Technical support CREATIVE DATA (SAAGIE) provides the Customer with technical support for any questions related to the use of the Solution, consisting of technical assistance and advice. The technical support is available at the help center https://saagie.zendesk.com/hc/en-us/ from Monday to Friday, excluding holidays, from 8:00 am to 6:00 pm. Depending on the identified need, CREATIVE DATA (SAAGIE) will estimate the time of its response and the nature of it and will inform the Customer. Limitations CREATIVE DATA cannot be held responsible for difficulties or temporary impossibility to access the Solution due to external circumstances, force majeure, or due to disturbances of the telecommunication networks, or disturbances of the Cloud provider. Appendix 2 - RGPD Charter 1 General provisions The Parties undertake to comply, each insofar as it is concerned, with the provisions of the French Data Protection Act of January 6, 1978 (the "Loi Informatique et Libertés") and the General Data Protection Regulation (Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016, hereinafter the "RGPD"). In order to execute the Contract, CREATIVE DATA is required to process the Data collected and used by the Customer through the Solution and in particular personal data. The characteristics of this processing are described in the commercial proposal. The Customer is solely responsible for the processing of personal data that may be processed in the context of the provision of the Services and remains the sole owner thereof. CREATIVE DATA acts exclusively as a subcontractor of this personal data. 2 CREATIVE DATA's obligations as a processor of the customer's personal data CREATIVE DATA undertakes to (i) to process the Data only for the purpose of performing the Contract. (ii) Process the Data in accordance with the documented instructions of the Customer. If CREATIVE DATA considers that an instruction constitutes a violation of the GDPR or any other provision of Union or Member State law relating to data protection, it shall immediately inform the Customer. In addition, if CREATIVE DATA is required to transfer data to a third country or to an international organization under Union law or the law of the Member State to which it is subject, it shall inform the Customer of this legal obligation prior to the processing, unless the relevant law prohibits such information on important grounds of public interest ; (iii) Guarantee the confidentiality of personal data processed under this Agreement; (iv) Ensure that persons authorized to process personal data under this Agreement: are committed to confidentiality or are subject to an appropriate legal obligation of confidentiality, receive the necessary training in the protection of personal data; (v) Incorporate the principles of privacy by design and privacy by default into its tools, products, applications or services. (vi) Subcontracting: CREATIVE DATA may engage another subcontractor (hereinafter referred to as "the subcontractor") to carry out specific processing activities. In this case, CREATIVE DATA shall inform the Customer in advance and in writing of any intended changes regarding the addition or replacement of further subcontractors. This information must clearly indicate the processing activities subcontracted, the identity and contact details of the subcontractor and the dates of the subcontract. The Customer shall have a minimum of 48 working hours from the date of receipt of this information to present its objections. This subcontracting can only be carried out if the Customer has not raised any objections within the agreed period. The subsequent subcontractor is obliged to fulfil the obligations of this Agreement on behalf of and according to the instructions of the Client. CREATIVE DATA is responsible for ensuring that the sub-processor provides the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the GDPR. If the subsequent processor fails to fulfil its obligations with regard to the protection of personal data, CREATIVE DATA shall remain fully liable to the Customer for the performance by the other processor of its obligations. (vii) Exercise of the rights of data subjects: CREATIVE DATA shall, to the extent possible, assist the Customer in fulfilling its obligation to comply with requests to exercise the rights of data subjects: right of access, rectification, erasure and objection, right to limitation of processing, right to data portability, right not to be subject to an automated individual decision (including profiling). Where data subjects exercise requests to CREATIVE DATA to exercise their rights, CREATIVE DATA shall address such requests upon receipt by email to dpo@saagie.com. (viii)Notification of personal data breaches: In the event that CREATIVE DATA has an outsourcing link, CREATIVE DATA undertakes to notify the Customer of any personal data breach within a maximum of 24 working hours after the breach has occurred.