General Terms and Conditions The General Terms and Conditions (“GTC”) are entered by and between Embrace with a principal place of business at 3 rue Castéja, 92100 Boulogne-Billancourt, France ("Embrace"), registered with the Nanterre Trade Register in France under N° RCS 813 443 231 00036 and the Client. Products-Services All Products delivered and/or Services performed by Embrace shall be subject exclusively to these General Terms and Conditions. Embrace reserves the right to amend these GTC at any time. Embrace shall provide the Products and/or Services set forth in the quotes sent by Embrace and/or in the SLA Agreement and ordered by the Client (“the Order”). The order constitutes the offer of Embrace in respect of the products and/or services that are subject of this order and shall become a binding contract upon the terms and conditions set forth herein when accepted by the Client. Such acceptance should be given in writing. Delivery Delivery shall be made at the Client’s place of business at the address given in the Order unless otherwise specified. Any delay in the provision of the Products and/or Services resulting from the Client’s failure or delay in complying with any request shall not be the responsibility or fault of Embrace. Price and Payment Client shall pay to Embrace sums and/or fees agreed in the Order. All payments shall be made in Euros (€), by bank wire at the following International Bank Account Number (IBAN) FR76 1020 7000 3622 2112 4396 074 within 30 days of the invoice date. Except as may be otherwise provided in the Order, all prices stated are exclusive of applicable VAT and other taxes. Any failure to pay a single due date automatically makes all subsequent due dates due. Any failure to pay by the due date any amount payable under the Order will result in the application of penalties in an amount equal to 3 times the legal interest rate. Embrace shall also have the right to suspend execution or terminate subsequent orders, ipso jure, in the event of failure by the Client to perform its payment obligations, once a formal written notice sent remained unpaid for 7 (seven) days without prejudice to any additional claims for damages. Embrace shall also claim the return of the products and/or services provided to the Client. Client’s Obligations The Client shall use all reasonable endeavours to provide all pertinent information to Embrace. If any consents, licenses or other permissions are needed from any third parties, it shall be the Client’s responsibility to obtain these authorisations. Representations and Warranties Embrace warrants, represents and undertakes that the Products and/or Services to be supplied under this Order shall (i) conform to the applicable specifications; (ii) be of satisfactory quality and fit for Client’s purpose (iii) be free of defects in design, material and workmanship (iv) be of merchantable quality (v) comply with all applicable laws and regulations (vi) do not infringe rights of third parties except in so far such violation is directly caused by materials supplied by the Client. Embrace cannot be held liable for indirect damages or incidents, foreseeable or unforeseeable losses and profits resulting from negligence or fault which are not directly and exclusively a result of Embrace. Licensing of Software Subject to payment of the applicable fees, Embrace grants to the Client a worldwide, non-exclusive and non-transferable license to make use of Embrace software programs. The Client has the right to: - reproduce, temporarily or definitively Embrace software or part thereof in order to load, execute, transfer, use or store Embrace Software or part thereof; - perform a back-up copy of Embrace software or part thereof; - use Embrace software or part thereof by any means, on any audiovisual material, magnetic, optical for all types of usage, including network environments in the context of its activity. Outside the above mentioned rights, the Client cannot: - copy, print, transfer or share all or portions of Embrace software; - sell, rent, sub-license, transmit or distribute by any means Embrace software; - edit, modify, adapt or alter Embrace software program or part thereof, nor create any derivative work incorporating any Embrace software program or part thereof; - use the software to compete with Embrace whether directly or indirectly and/or to provide equivalent services of any nature, to another person, company or institution - compile or decompile the Software, disassemble it, translate it, analyse it, proceed with reverse engineering or attempt to do it, with the limits authorised by Law. - use Embrace software or part thereof in any way that is unlawful or in breach of any person’s legal rights or in a way that is offensive, indecent discriminatory. Term and Termination The GTC shall be effective from the date and/or the period set forth in the quotes, or until completion of the Products and/or Services. Parties shall have the right to extend and/or renew the GTC for a further period of time, subject to a prior 3 month (three) written consent. Embrace may immediately terminate the provision of services by giving written notice to the Client if: any sum and/or fee owing to Embrace under any of the provisions of the present GTC is not paid on time; the Client commits any other breach of any of the provisions of the GTC and, if the breach is capable of remedy, fails to remedy it within 7 (seven) days after being given written notice requiring it to be remedied. Upon the termination for any reason, any sum and/or fee owing by the Client to Embrace under any of the provisions of these GTC shall become immediately due and payable. In case of termination due to a breach of these GTC, termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the GTC which existed at or before the date of termination. Confidentiality Except as provided under the Order, the Client shall not use or disclose to any other person any information concerning proprietary techniques, designs, software programs, processes, techniques, know-how, data, scripts, financial and/or business information of Embrace. The Client shall not without Embrace’s prior written consent disclose any of the terms of the Order nor issue any news release or promotional material. Assignment and Sub-Contracting The Client shall not be entitled to assign or sub-license any part of the Products and/or Services supplied by Embrace or to sub-contract any of its obligations hereunder without the prior written consent of Embrace. Any purported assignment, sub-license or sub-contract by the Client without the written consent of Embrace shall be void. Force Majeure No Party under these GTC shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, natural disasters, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question. Service Level Agreement (SLA) Under the GTC and for a Client who has purchased support and maintenance services, Embrace provides to the Client: An online ticketing system available 24 hours/day, 365 days/year on: https://embrace-support.freshdesk.com/support/home Support in French and English from Monday to Friday from 9am to 7pm (CET business hours) Minor and major software upgrades/updates Bug fixes In order to perform an analysis of an incident, the Client is recommended to provide a secured remote access to the environment where the software is installed or appropriate logs to perform the latter. If an incident is due to an outsourced partner’s technology, Embrace will escalate the problem to the partner in question and assist alongside the Client and partner to resolve the incident. If an incident is due to a third parties technology at the Client’s premises, Embrace will not be held responsible for the incident. The Client must turn to their third party provider to resume normal operations. Law and Jurisdiction These Terms and Conditions shall be governed by and construed in accordance with French law. Any disputes, controversies, proceedings or claims between the Parties relating to these General Terms and Conditions shall fall within the jurisdiction of the courts of Nanterre, France.