TERMS AND CONDITIONS OF BRENNUS ANALYTICS COMPANY Preamble Brennus Analytics (the « Company ») provides B2B price optimization services. To this end, the Company developed an intelligent SaaS solution for price optimization (“Brennus Solution™”). These General terms and conditions (the “T&Cs” or the “Agreement”) apply to each order placed by the customer (the “Customer”) with the Company (the Parties”). Each order implies the full and entire consent of the Customer to the T&Cs, which prevail over any other conditions (and documents), except those documents expressly agreed by the Parties. Article 1. Purpose of the Agreement The Purpose of these T&Cs is to define the terms and conditions governing the services and Brennus Solution™ that the Company has undertaken to provide to the Customer. Article 2. Services provided by the Company The Company offers several types of services (the « Services »). Preliminary study: this service consists in a preliminary analysis of client data (“Preliminary study”). This service includes the sending by the Customer of computer files containing business data (i.e.: sales records) or series of test data including personal data (“Customer content”), the preparation of those data (cleaning and aggregation), the analysis of said data and the restitution of deliverables containing the conclusions of the analysis carried out by the Company. Work Around : this service consists in the Company providing pricing recommendations directly to the Customer with no access to the Brennus Solution™ (for example, in Excel files containing price lists). These recommendations result from the analytical work by the Company, using decision assistance tools that optimize the prices charged by the Customers (the “Work Around”). This service includes the sending by the Customer of Customer content, the preparation and analysis of those data and the restitution of deliverables containing pricing recommendations. This service is carried out by the Company internally; the Customer does not have access to the software and other tools developed by the Company and needed for data analysis. Brennus Solution™: The Company provides to the Customer access to and use of the Brennus Solution™. Access to this service requires a “configuration” stage, during which the Company performs standard operations of integrating and migrating Customer Content, system setup, implementing the solution internally, and testing (the « Setup »). In addition, the Company and/or, if applicable, its authorized subcontractors, host the Customer content and perform the maintenance of the Brennus Solution™. Article 3. Performance of the Services The Preliminary study, Work Around and access to Brennus Solution™ services are provided under terms and conditions defined in the associated order forms and/or in the T&Cs appendix. Brennus Solution™ is made available to the Client on demand (SaaS) in a dedicated infrastructure using the Company’s resources. The Customer is entitled to access the Brennus Solution™, the conditions of which depend upon the type of subscription taken out. The Customer acknowledges having been informed by the Company of all of the technical requirements necessary to the optimal functioning of the Brennus Solution™, as detailed in appendix. Said requirements may evolve over time, especially for technical reasons. The Customer is responsible for the use of the Brennus Solution™ by its employees (the “End Users”). In this regard, the Customer shall not allow unauthorized individuals to access the Brennus Solution™ and shall warrantee that the End Users comply with the associated contractual access terms. Moreover, the Customer shall not be entitled to assign or transfer, in any manner whatsoever, the right of access to the Brennus Solution™, without the Company’s prior written consent. Finally, in general, the Customer is responsible for securing its information system, as well as the individual devices used by the End Users to access the Brennus Solution™. Article 4. Hosting The Company shall provide to the Customer, if applicable using its authorized subcontractors, the making available of data storage spaces (« Hosting »). The Customer content are stored on servers located in the European Union. The Company undertakes to ensure the logical and physical security of its servers; and the periodic backup of Customer content in accordance with the terms set out in appendix to this Agreement. Similarly, the Company undertakes to prevent computer fraud. Lastly, the Company undertakes to deploy all the technical and human resources needed to comply with its obligations in accordance with applicable professional standards. Article 5. Training, Technical support and Maintenance The detailed terms of the training, technical support and maintenance services of Brennus Solution™ will be mutually agreed by the Parties, and be appended to the T&Cs. In a general way, the Company shall provide, at the Customer’s request, on-site or distance training to those employees chosen by the Customer (the “Training”). The Company shall also provide technical support to the Customer, available via email and/or by phone, in the terms defined in appendix to the T&Cs (the “Technical support”). Finally, the Customer undertakes to perform maintenance services regarding the Brennus Solution™. The maintenance services include (“Maintenance”): - Corrective maintenance services, namely any intervention aimed at detecting, correcting, or, if applicable, providing a workaround solution for anomalies pointed out by the Customer, and - Updating services, namely, technical or functional improvements. The Company provides several levels of Maintenance detailed in appendix to the T&Cs. The Customer shall notify the Company as soon as possible of any incidents confirm such information by email. “Incident” means any reproducible malfunction, problem, or incident that renders the Brennus Solution™ noncompliant with its documentation (the “Incident”). Similarly, the Customer further undertakes to describe, as accurately as possible, the issue(s) encountered and the circumstances in which it/these take(s) place. The description of the Incident provided by the Customer must enable the Company to establish the Incident. Article 6. Financial terms 6.1 Price Depending on the situation, the prices of the Services may be on a cost-plus basis (time-and-material), a flat fee and/or a subscription (the “Price(s)”). The Company may revise the prices every year during the term of the Agreement in accordance with the revision or indexation formula indicated in appendix. The Prices do not include tax and the amount of taxes, fees, and duties that are applicable on the invoice date must be added. Should the Services provided by the Company require travel(s) to the Client’s sites, travel and meal expenses shall be re-invoiced to the Client. The financial conditions are detailed in appendix of these T&Cs. 6.2 Payment terms Invoices are issued by the Company on the basis of the payment dates defined in the order form and/or the appendix to the T&Cs. They are sent to the Customer at the beginning of each month. The Services shall be paid within thirty (30) days from their issue date. The payment shall be made by bank wire transfer to the Company’s bank account, indicated in writing by the Company. 6.3 Payment dispute In the event of a dispute on amounts invoiced, the Company shall be notified as soon as possible and in any case within fifteen (15) days as from receipt of the invoice. The reasons for any dispute must be proven, and the disputing of an invoice cannot justify the non-payment of other undisputed invoices. 6.4 Payment delay or default In accordance with the provisions of the French Commercial Code, all late payment by the Customer shall automatically result in the application of late payment interest equal to five times the legal interest rate. Similarly, in the event that the Customer fails to make timely payment of an invoice, it shall owe a fixed compensation amount of 40 euros as collection expenses. In the event that the collection expenses exceed this fixed amount, the Company reserves the right to charge an additional fee, provided that it submits proof of said additional fee. 6.5 Price of additional services All additional services, if any, not mentioned in Article 2 hereof and requested by the Customer, shall be invoiced on the basis of a quotation issued by the Company, at the end of the month during which they were provided. Said Services do not fall within the scope of the Agreement and shall be define in agreements separate from these T&Cs. Article 7. Brennus Solution™ usage licence This Agreement precludes any transfer to the Customer of the intellectual property rights held by the Company regarding the Brennus Solution™. The Company hereby only grants the Customer a non-transferrable, non-exclusive and personal right to use the Brennus Solution™, with no right to sub-license, for the sole and unique purpose of enabling the Customer to use the Brennus Solution™ and the performance of the Agreement, to the exclusion of all other purposes. The right to use the Brennus Solution™ is granted to the Customer for the term of the Agreement. Any reproduction, modification, dissemination or use of the Brennus Solution™, in whole or in part, in any format and for any purpose whatsoever, without the Company’s express prior written consent, is prohibited and shall constitute counterfeiting and be punished in accordance with the French Intellectual Property Code. In addition, the Company reserves solely for itself the right to correct the errors, if any, noted by the Customer. The latter acknowledges that it does not have the right, whether directly or indirectly, to perform Maintenance on the Brennus Solution™. Finally, the Customer is not authorized to directly reproduce the source code of the Brennus Solution™, or to engage in reverse engineering or adapt or modify the Brennus Solution™, in whole or in part, and must not export or combine it with other software tools. Article 8. Ownership of the Customer content The Customer is the sole holder of the rights on the Customer content processed under the Agreement. The Customer grants, when necessary, to the Company and to its subcontractors a non-exclusive, worldwide, free and transferrable license on the Customer content, for the sole purpose of the performance of the Agreement. This Licence will automatically end at the termination of the Agreement, unless it is necessary to continue the hosting and processing services of Customer Content, especially for the implementation of the reversibility operations. The Client represents and warrants that it has all authorizations needed to exploit the Customer content under the Agreement and that it can freely grant a license to use it in the aforementioned terms . Article 9. Protection of the Personal data If the data transferred under the Agreement include personal data according to the meaning of the amended” the “French Data Protection Act” of 1978) (“the Personal Data”), the Parties undertake to collect and process these data in compliance with all applicable regulations in force. The Customer is responsible for the collection and processing of Customer content (including the Personal Data), as well as their use by the End Users, pursuant to the performance of the Agreement. Similarly, the Company provides a standard level of security protecting the Customer content (including the Personal Data) from accidental or unlawful destruction, accidental loss, unauthorized alteration, dissemination or access, as well as any other form of unlawful processing or communication to unauthorized individuals. Moreover, the Company shall use standard means to ensure the confidentiality and security of the transfers of the Customer content through public telecommunications networks. However, the Customer acknowledges and accepts that the Company cannot warrant the confidentiality and security of the Customer content during their transmission over such public telecommunications networks used by the Customer to access the Brennus Solution™, especially, the Internet. Accordingly, the Company cannot under any circumstances be held liable in the event of misappropriation, capture, or corruption of Customer Content, as example, or for any other event likely to affect such Content, that occurs relating with their transmission over the public telecommunications networks. The Company informs the Customer at the earliest of any irregularity/flaw that could be detected in its connection tracking and more widely, commits to communicating to the Customer any security breach that could have consequences on the Services and Customer contents, as well as any complaint that would be filed by any concerned individual. Article 10. Warranties 10.1 Access to the Services The Company warrants access to the Brennus Solution™ and the performance of the Services in accordance with stipulations detailed in the purchase orders and the appendix to the T&Cs. Access to the Brennus Solution™ may be momentarily interrupted due to essential maintenance, particularly in relation to the servers of the Company or its subcontractors. In such case, the Customer will be notified by email in advance. In the event the Company discovers a security breach able to seriously compromise the security of its tools and software (including the Brennus Solution™) and the Customer Contents, the Services may be momentarily interrupt by the Company without prior notice to remedy the security breach as soon as possible. In such case, the Customer will not be allowed to claim any compensation, nor hold the Company’s responsible for any damages. The Company makes no other expressed or implied warranties regarding the Brennus Solution™, including any implied warranty of adequacy of the Services to a particular purpose. The Company provides analysis and results based on decision assistance tools. Those tools, including the Brennus Solution™, shall not replace business expertise from the team of the Customer. Consequently, the Company is subject to a best efforts obligation. The Parties acknowledge that software may contain errors and that it is not economically possible to fix all errors and it is not always necessary to correct them. The Company shall not warrant therefore that all failures or incidents of the Brennus Solution™ will be corrected. 10.2 Maintenance The Company shall not be held responsible for any Maintenance services in the following cases: - The Customer refuses to cooperate with the Company to resolve the Incident(s) and more specially refuses to answer questions, or to provide information regarding the Incident(s); - the Customer failed to comply with guidelines while using the Brennus Solution™ or with their destination; - the Customer or a third party made an unauthorized modification to the Brennus Solution™; - the Customer failed to comply with the Terms and Conditions of the Agreement; - the Customer integrated a software, a program or an operating system incompatible with the Brennus Solution™; - Failure of the electronic communication network; - Voluntary destructive or malicious acts, or voluntary acts of sabotage; - Deterioration of the Brennus Solution™ due to a force majeure event; - Inadequacy of the End Users’ devices in relation to the technical prerequisites listed in appendix to the T&Cs. Article 11. Liability 11.1 Customer Liability The Customer shall alone bear all liability for the Customer Content, processed through the Brennus Solution™, and shall be solely responsible for their conformity with applicable regulations. The Customer is responsible for the conformity of the End Users’ devices with the technical prerequisites, and thus, for all corrections and additional services needed, as well as all of the potential consequences of non-compliance. The Customer is alone responsible for access to the Brennus Solution™. It shall take all necessary measures to maintain this access. It also shall be liable for the use and the confidentiality of the Logins and passwords and shall not allow unauthorized individuals to access the Brennus Solution™. The Customer shall notify the Company without delay of any breach of security regarding a voluntary dissemination or misappropriation of Logins and Passwords, to enable the Company to immediately take any appropriate measure to remedy the security breach. 11.2 Limitation of Liability It is understood between the Parties that, unless otherwise stated, the Company performs services under a best efforts obligation. In this regard, the Company is not liable for the Customer’s use of the Preliminary study, Work Around and Brennus Solution™ results. Accordingly, the Company is not liable for the application of the pricing recommendations by the Customers and its employees. The Company shall be released from any and all liability in the event that it is impossible to access the Services as a result of an event outside its control, in particular, in the case of a force event situation, or an act by a third-party or the Customer. The Customer is informed that the connection to the Brennus Solution™ takes place via the Internet network. The Customer is aware of the technical problems that can affect this network and lead to speed reductions or to unavailability of the network, thereby preventing connections. The Company cannot be held liable for any problems in accessing the Brennus Solution™ due to disturbances to the Internet network. The Customer acknowledges that the Company shall not be responsible, under no circumstances: - For any loss or accidental alteration of Customer content by the Customer or a third party which access to the Brennus Solution™ with the Login and password of that Customer; - In the event of suspension in accessing the Brennus Solution™ due to maintenance services; - When using the Brennus Solution™ by the Customer contrary to what is instructed in the documentation or in a way not expressly permitted by this Agreement; - In the event of any damage resulting from Customer’s error or negligence, or that it could have been avoided by calling the Company’ advices. Moreover, in the event of justified Customer fault, the Company can be held liable only for the direct or foreseeable damages suffered by the Customer following from a breach of Company’s contractual obligations as define in this Agreement. Accordingly, the Company cannot, under any circumstances, be held liable for the indirect damages, if any, suffered by the Customer as a result of or during the performance of the Contract and the consequences of said performance. “Indirect damages” shall mean, but not be limited to, lost revenues or profits, loss of data, lost opportunities, commercial or financial prejudice, increase in general expenses, the cost of obtaining a replacement product, service or technology, or losses, the consequences of third-party complaints or claims against the Customer, caused by or resulting from the performance of this Contract. And, in any case, the Company’s liability in the event of damages to the Customer (for any reason whatsoever and regardless of the legal basis invoked or accepted by a judge, and all prejudices, whether individually or jointly) shall be strictly limited to an amount that cannot exceed the pre-tax amounts effectively paid by the Customer to the Company during the six (6) months preceding the starting point of the dispute between the Parties. Article 12. Term and Termination 12.1 Term The Agreement shall be effective on the signature date of the purchase order for the period mentioned in this document. The Preliminary study, Work Around and access to the Brennus Solution™ shall begin on the date indicated in the associated order form. Access to the Brennus Solution™ and the related services shall last for one (1) year as of the signing of the related order form (the « Initial period »). However, the Customer shall only have access to the Brennus Solution™ as of the date on which the Company makes available to the Customer the Login and password. For the access of the Brennus Solution™, the Initial Period of the Agreement may then be renewed for successive periods of one (1) year. The Parties shall notify the non-renewal of the Agreement at least ninety (90) days before the end of the Initial Period of this Agreement, by registered letter with acknowledgement of receipt. This notice period may be extend depending on the term of the partnership between the Parties. 12.2 Termination In case of failure of a Party to any of its obligations under the Agreement, which it would not remedy within thirty (30) calendar days of receiving a notice of default having to remedy the breach, the other Party shall automatically and without judicial formality terminate the Agreement. The termination of the Agreement shall incur the compensation of any damages suffered by the Party which terminated the Agreement. Article 13. Reversibility At any time during the performance of this Agreement, at the Customer’s request or in the event of the expiry or the termination of the Agreement for any reason whatsoever, the Company undertakes to perform reversibility operations in compliance with the terms defined below. 13.1 Reversibility Operations To the extent that the Company hosts copies of the Customer Contents stored on the Customer’s premises, the reversibility operations will include: (i) destruction by the Company of all the Cusomer’s programs, databases, documentation, and other proprietary information; (ii) destruction of all the Customer Content, files, or other information that is the result, in particular, of using the Services; as well as (iii) disclosure to the Customer of all information necessary to implement Reversibility. 13.2 Production deadline and financial terms The reversibility operations shall be set during the period of time required to complete the reversibility and must be completed no later than one (1) month after the Agreement expires or is terminated. Reversibility operations require a report that is dated and signed by the Parties. The Company will issue a quotation to the Customer before launching the reversibility operations. Article 14. Insurance The Parties warrant to subscribe to the required insurance policies to cover the risks and liability which may arising from the performance of this Agreement. Article 15. Miscellaneous Provisions 15.2 Subcontracting The Company shall be able to subcontract the performance of some services covered by this Agreement. 15.2 Non-Solicitation of Personnel The Customer shall not hire, attempt to hire, or make work directly or indirectly through a third party any employee working for the Company and assigned to perform the services covered by this Agreement, or employ any such employee, regardless of the employment status. Such non-solicitation obligation will be valid throughout the term of this Agreement, as well as for a period of twelve (12) months from its termination. If the Customer does not comply with this obligation, it shall compensate the Company with an amount equal to the total gross remuneration paid to such employee during the twelve (12) months preceding it departure. 15.3 Promotion of the partnership The Customer authorizes the Company to mention the Services covered by this Agreement, including the Customer’s use of the Brennus Solution™, on its commercial and/or advertising documentation, whatever the medium. In this context, the Customer authorizes the Company to use its names, trademarks, and logos (the “Signs”). The Company agrees to cease all use of the Signs upon the termination of this Agreement, for whatever reason. Article 16. Governing Law and Jurisdiction This Agreement shall be governed by the French law. Regardless of their nature, any arising dispute relating to this Agreement shall process through mediation before any lawsuits, before the Center for Mediation and Arbitration of Paris (CMAP). The CMAP shall be refer upon the simple request of the most diligent Party. The CMAP shall submit for the Parties’ approval the names of one or several mediators on its list. The Parties hereby agree that if they disagree with this appointment, the CMAP shall choose the mediator or mediators. The fees of the mediator or mediators, as well as the costs generated by the mediation, will be shared equally by the Parties unless they reach a better agreement. In the absence of an amicably or mediation resolution, for any dispute relating to this agreement the competent courts of Paris shall have exclusive jurisdiction. Article 17. Entire Agreement This Agreement, together with the preamble, the purchase orders and other appendices, states the entire agreement of the Parties regarding the subject matter of this Agreement, on the date of its signature.