SOFTWARE END USER LICENSE and MAINTENANCE AGREEMENT BETWEEN THE UNDERSIGNED: COMPANY NAME: LEGAL STATUS: ADDRESS OF REGISTERED OFFICE: COMPANY TRADE & INDUSTRY REGISTRATION N°: REPRESENTED BY: ACTING IN HIS/HER CAPACITY AS: HEREINAFTER REFERRED TO AS “THE CLIENT”, ON THE ONE HAND, AND COMPANY NAME: DIMO MAINT LEGAL STATUS: A SIMPLIFIED STOCK COMPANY ADDRESS OF REGISTERED OFFICE: PARC SANS SOUCI, 590 ALLÉE DES HÊTRES- 69760 LIMONEST (FRANCE) COMPANY TRADE & INDUSTRY REGISTRATION N°: 510 268 337 000 19 RCS LYON REPRESENTED BY: GUILLAUME MULLIEZ ACTING IN HIS/HER CAPACITY AS:CEO HEREINAFTER REFERRED TO AS “DIMO ” OR “THE SUPPLIER” ON THE OTHER HAND. GENERAL TERMS AND CONDITIONS SECTION 1 - OBJECT OF THE GENERAL TERMS AND CONDITIONS Clause 1 - Object of the General Terms and Conditions Each agreement consists of the General Terms and Conditions and the supplementary Special Terms and Conditions. The Special Terms and Conditions take precedence over the General Terms and Conditions. The terms and conditions constitute the entire obligations of the parties. Clause 2 - Information to the Customer DIMO MAINT does not guarantee the suitability of the software for the particular needs of the Customer. The Customer acknowledges having been informed of the functionalities referred to in the documentation provided in advance. SECTION 2 - FINANCIAL PROVISIONS Clause 3 - Terms of payment 3.1 - All invoices are payable net thirty days net from the date of invoice, without discount. Failure to pay by the due date will result in the imposition of late payment charges on the overdue amounts at a rate of one and a half times the official rate of interest, together with a 15% penalty, and all outstanding amounts will become payable. Clause 4 - Indexing of maintenance Under this contract, the price is indexed on either the anniversary date of the contract or 1 January of each year. This contract will be revalued to a maximum of 5% per year. Clause 5 - Temporary suspension of performance of the agreement In the event of late payment by the Customer, DIMO MAINT reserves the right to suspend performance of the services or deliveries under the corresponding agreement until payment of the outstanding invoice. Such suspension shall not be deemed a termination of the agreement by DIMO MAINT or give rise to any right of compensation for the Customer. SECTION 3 - OWNERSHIP MATERIALS Clause 6 - Date of transfer of ownership The delivered software package license materials remain the property of DIMO MAINT until the full price has been paid, unless the packages have been invoiced by a third party under a marketing agreement. Before final transfer of ownership, DIMO MAINT can repossess the materials and software packages in the event of total or partial default of payment. SOFTWARE PACKAGES Clause 7 - Intellectual and economic rights over the software The software packages are a work of the mind in the sense of the law of 11 March 1957 as modified and supplemented by the law of 3 July 1985. As their author, DIMO MAINT holds rights of a moral and economic nature. Clause 8 - Use of the software packages 8.1 - The software packages are subject to non-exclusive, non-transferable licenses granted to the Customer by DIMO MAINT. 8.2 - DIMO MAINT software packages are supplied in a computer-executable version, with a user manual in French. 8.3 - The Customer undertakes not to make copies of the software packages (other than one backup copy for security purposes), not to use them for the benefit of third parties, particularly in office service, and not to directly or indirectly assign or lend the software packages to a third party even free of charge. Assignment includes contribution to a company, an economic interest group, etc. 8.4 - The Customer shall use the software packages on a single site, the location of which is indicated in the Special Terms and Conditions. It must request the permission of DIMO MAINT before any change of site or hardware. Clause 9 - Hold harmless clause DIMO MAINT will defend the Customer against allegations of copyright infringement in France for the software packages that it has developed and distributed or caused to be distributed to the Customer, on condition that the Customer notifies DIMO MAINT of such allegations in writing within 15 days of its becoming aware of them. SECTION 4 - SERVICES GENERAL Clause 10 - Confidentiality of information DIMO MAINT and the Customer undertake to keep confidential any information and documents concerning the other party to which they have been given access on signature or during the performance of the agreement. Clause 11 - Service period The service period is the period during which DIMO MAINT receives telephone calls from the Customer and performs the services defined in the Special Terms and Conditions. It extends from 8.30 a.m. to 12.30 p.m. and from 2.00 to 6.00 p.m. Mondays to Fridays, excepting public holidays. Clause 12 - Free access - Working conditions The Customer undertakes that if DIMO MAINT needs to be present on the Customer's premises, it will allow the DIMO MAINT personnel free access and provide them with all the necessary information for the performance of their services. A Customer representative must be present at the time of any intervention by DIMO MAINT. Clause 13 - Generally excluded services Generally DIMO MAINT never rebuilds directories, data or programs that have been corrupted or lost for whatever reason. The Customer is reminded that it must take all necessary measures to save such items. TRAINING - CONSULTANCY SERVICE Clause 14 - Training and consultancy service Under the user licenses of some software packages granted to it by DIMO MAINT, the Customer undertakes to undergo training on its own premises or on the premises of DIMO MAINT. Clause 15 - Installation of the software packages 15.1 - Installation by DIMO MAINT: If the training has taken place on the Customer's premises, the software packages will be installed by DIMO MAINT. This is possible only if the Customer provides DIMO MAINT with detailed information on the elements of its IT configuration that will be required to install the software. If these elements are not available and in perfect working order, the Customer will be invoiced by DIMO MAINT for the time spent and the travel expenses. The operating systems, networks and office automation tools are installed and administered by the Customer on the server and the client workstations. The Customer is also responsible for the installation and administration of the Relational Database Management System (RDBMS) when the DIMO MAINT package requires a RDBMS. Generally all DIMO MAINT interventions on the Customer's premises, i.e. travel expenses and time spent, are invoiced in accordance with the current price list. 15.2 - Installation by the Customer: If the training has taken place on the premises of DIMO MAINT, the software packages installed on CDs and the materials are sent to Customer by post and the Customer installs the software packages and materials itself. MAINTENANCE OF THE SOFTWARE PACKAGES Clause 16 - Terms of access and software packages concerned The maintenance service is provided on condition that the Customer has signed the Special Terms and Conditions concerned. It applies to DIMO MAINT packages in their latest standard version installed in accordance with the provisions of the User License (hardware used, site, etc.). For the first year, signature of the Special "Maintenance" Terms and Conditions is obligatory. Clause 17 - Invoicing of maintenance services The maintenance services are invoiced on delivery of the software. Clause 18 - Services provided 18.1 - The "Maintenance" service covers: - the correction of any internal operating errors in the software packages, - corrective maintenance in the event of malfunction of the software packages during everyday use, for whatever reason, 18.2 - The helpline applies only to the version of the software package installed on the Customer's premises and identified in the summary table. The Customer undertakes to install the latest minor version sent by DIMO MAINT. The helpline services apply only to the latest installed minor version. Clause 19 - Exclusions The maintenance services provided by DIMO MAINT do not cover: - the correction of malfunctions of the software packages that cannot be reproduced with the current standard version, - DIMO MAINT interventions (time spent and travel expenses to the site of use of the software packages) for whatever reason; these are charged to the Customer in accordance with the DIMO MAINT price list, - the cost of shipment (or transport) of CDs and manuals by express carrier (Chronopost, taxi, courier, DHL, etc.), - supply of new software packages in the DIMO MAINT range replacing existing software packages, hereafter called replaced packages. There are significant differences in the design and/or programming of new packages, compared to the latest version of the packages. To enable the Customer to benefit from a new software package (as defined above) on preferential terms, DIMO MAINT offers to take back the replaced package on terms defined by the company. In such a case, the corresponding maintenance agreements are terminated. SECTION 5 - LIABILITIES AND INSURANCES Clause 20 - Observance of good practice DIMO MAINT will fulfil its contractual obligations with all the possible care used in its profession and comply with the rules of good professional practice. Because of the particular nature of its profession, DIMO MAINT is bound by an obligation of means. Clause 21 - Liability of DIMO MAINT DIMO MAINT cannot be held liable for failures to meet its obligations where these are not the result of its own negligence or are caused by elements beyond its control (interference or congestion on the lines, poor quality electricity, actions of third parties, matters that are the Customer's responsibility, etc.). Under no circumstances can DIMO MAINT be held liable for the destruction of directories or programs. The Customer must protect against this type problem by making regular backup copies. Clause 22 - Limitation of the liability of DIMO MAINT If DIMO MAINT is held liable, such liability shall be limited by express agreement: for materials, to the amounts paid by the Customer in return for acquiring it; for software packages, to the amounts paid by the Customer in return for the license to use the package; for services, for the amounts owed by the Customer in return for the service concerned. Clause 23 - Liability of the Customer The Customer shall take all necessary measures to ensure that information is not disclosed to unauthorized personnel. Clause 24 - Indirect losses DIMO MAINT is not liable for indirect losses incurred by the Customer, such as loss of earnings, commercial harm, etc., for which the Customer shall take out appropriate insurance policies at its own expense. Clause 25 - Force majeure The obligations of the parties will be suspended in cases of force majeure. Expressly considered as cases of force majeure are those usually upheld in case law: general strike, strike in the professional sector, blockage of the means of transport, fire, tempest, etc. SECTION 6 - TERMINATION - DISPUTES Clause 26 - Effective date Each agreement becomes effective and the parties have obligations to each other from the date of signature of the corresponding Special Terms and Conditions by the Customer, or on the date of countersignature by DIMO MAINT if the Customer has modified or noted reservations about the Special Terms and Conditions. It being understood that the documents have been returned completed to DIMO MAINT. Modifications to the General and Special Terms and Conditions are not valid unless countersigned by both parties. Clause 27 - Annual renewal of set-term agreements (maintenance) The agreements proposed by DIMO MAINT are concluded for one year. The price for the first year is calculated prorata temporis on the basis of the price defined in the Special Terms and Conditions (only for calendar year agreements). Agreements for a set term (one year) are automatically renewable for successive one-year periods by tacit agreement. However, either party can waive this right and terminate the agreement without compensation, provided that it has notified the other party by registered letter with acknowledgement of receipt three months before the expiry of the agreement. Clause 28 - Termination of agreement for failure to fulfil obligations If either party fails to fulfil an obligation under the agreement and such failure has not been remedied within fifteen days of written notice by registered letter, the other party may terminate the agreement. If the Customer fails to pay the amounts owed to DIMO MAINT, the period of fifteen days runs from the date of receipt of the registered letter with acknowledgement of receipt. In consequence whereof, the Customer must return to DIMO MAINT the items in its possession as a result of the service concerned (materials, software packages, documentation, etc.) within fifteen days of receipt of the registered letter with acknowledgement of receipt. Clause 29 - Assignment of the agreement Under no circumstances may the Customer assign this agreement in whole or in part to a third party, whether for a consideration or free of charge. Clause 30 - Election of domicile For the purposes of the agreement, the parties elect domicile at their respective registered offices. Clause 31 - Arbitration In case of dispute concerning the interpretation or performance of any of the provisions of the agreement concluded between the parties or on its termination, the parties may agree to refer the matter to arbitration. Clause 32 - Language, applicable law, competent courts The agreement, its appendixes and additional clauses must be in French and are governed by French law. If the parties are unable to reach an out-of-court settlement, they shall refer their dispute to the Commercial Court of Lyon, which will have sole competence to hear it, notwithstanding multiple defendants or the introduction of third parties.