STREAMLINE FOR INVOICES TERMS OF USE Welcome! Thanks for using Streamline for Invoices. Streamline for Invoices is a software proposed in a SaaS mode to ease the dematerialization of your invoicing process with agility. Before using Streamline for Invoices, please read carefully the Streamline for Invoices Terms of Use. By using Streamline for Invoices, the User declares to have read and expressly accepted the Streamline for Invoices Terms of use. This agreement is entered into between: ITESOFT, hereinafter referred to as "ITESOFT", a public limited liability company. Our registered office is located at Parc d’Andron – Le Séquoia – 30470 Aimargues, France. We are registered at the Registry of Commerce and Companies of Nîmes, France, under reference number 330 265 323, AND any natural or legal person, by private or public law, that wishes to use Streamline for Invoices. Hereinafter referred to as "the User". Hereinafter collectively referred to as "the Parties". ITESOFT has the right to grant an access to a Service named Streamline for Invoices which is responsive and can be used either through a computer or through a mobile phone by its Clients’ employees duly empowered to do so. Besides, it shall be highlighted that ITESOFT is providing this Service in compliance with its SAAS Agreement entered into and negotiated with the Client which happens to be User’s employee. Hereinafter referred to as "the Service". These Terms of use describe the conditions for the provision of the Service in SaaS (Software as a Service) mode and the provision of any ancillary services (Fraud Detection as a Fraud, Analytics, Supplier Portal). It shall be kept in mind that the Terms of Use of the Supplier Portal are laid down on the Supplier Portal Module for the Clients which have activated such a Service. FIRSTLY, IT IS RECALLED THAT: ITESOFT is a software company that publishes computer systems development support tools and fraud detection services as well as services to ease the automation of the invoicing processes for company whatever their size or geographical location. Streamline for Invoices Service has for main aim to automate processes and foster companies’ dematerialization of their invoicing processes. The User has expressed his/her desire to gain access to the Service proposed by ITESOFT, to enable him/her to have an overview of the invoicing process. In the bulk of cases, User is acting under the responsibility of its Employer who happens to be ITESOFT’s Client which entered into a SAAS Agreement in a separate undertaking. It must be borne in mind that the Service is provided to the User on a SaaS mode with different features, some of them might be granted on a free basis while other are billed. The fact to bill or not a feature is incumbent upon ITESOFT on an unilateral basis. Any additional feature will be quoted and submitted to the Client and subject to its acceptance before being billed. In this context, the Parties have come together to agree to, via these Terms of use, the conditions of access to and use of the Service Streamline for Invoices by the User. IT IS THUS AGREED AS FOLLOWS: ARTICLE 1 – PREREQUISITES In order to access to the Application, the User warrants that he or she has become acquainted with the prerequisites, namely, that the Service requires access, by the User, to a telecommunications network. Such access to a telecommunication network will never be provided by ITESOFT and is under the responsibility of Client and User. ARTICLE 2 – PURPOSE The purpose of this Agreement is to lay down the supply and use terms of the Service proposed by ITESOFT to the User which main aim is, as depicted above, to ease the dematerialization of the invoicing process. This Service provides an added-value to the Client of ITESOFT which will entrust and/or empower some of its employees to use Streamline for Invoices. The User acknowledges that he/she has checked the adequacy of the Service to his/her needs and has all the information and advice required to commit to this undertaking with full knowledge of the facts and risks at stake. The purpose of this agreement is to define the legal, technical and financial conditions under which ITESOFT provides the Streamline for Invoices Service to the User. This Agreement, which may be supplemented by, if applicable, special terms and conditions proposed by ITESOFT, is applicable, to the exclusion of all other conditions, including those of the User, to any other order placed by the User with ITESOFT. ARTICLE 3 - DESCRIPTION OF THE APPLICATION The Application is used remotely via the Internet and without specific installation on the User's computer system. ITESOFT will strive to maintain the access to the Application 24 hours a day, 7 days a week. ITESOFT reserves the right to suspend the access to the Application for any maintenance or improvement it deems necessary to ensure the proper operation of the Application. ITESOFT shall inform the User beforehand, whenever possible, when a suspension is needed out of an abundance of caution. In addition, the User acknowledges that some instability of the bandwidth and unavailability of the service provided by the hosting provider may cause an interruption in the access to the Application, those events being beyond the control of ITESOFT. Therefore, ITESOFT cannot incur any liability related to those events that are not within its reach. ARTICLE 4 - OBLIGATIONS AND RESPONSIBILITIES OF ITESOFT ITESOFT undertakes to use reasonable care and diligence to provide a service in compliance with industry practices and the state of the art. ITESOFT is only bound by an obligation to use its best endeavors to provide the Servicegiven the instability of the Internet network. ITESOFT does not warrant that the Application meets the specific needs of the User. ITESOFT does not warrant that the Application is error free or will be uninterrupted. In addition, the Services are provided “as is” without any warranty whatsoever. ITESOFT shall not be held responsible if the execution of the Application is interrupted or disrupted, totally or partially, by an element beyond the control of the Parties such as a failure of the Internet, the User's network that ITESOFT does not control, in accordance with article 1 or due to the occurrence of a force majeure event. If the force majeure lasts longer than one month, the agreement may be terminated by either party, under the termination conditions laid down below. Any compensation owed by ITESOFT in case of service failure arising in relation to a fault exclusively attributable to ITESOFT, shall be limited to the direct, personal and certain damage arising from the failure, expressly excluding any consequential damages such as, in particular, commercial loss, loss of orders, damage to brand image, any business disruption whatsoever, loss of profits or customers (e.g., inappropriate disclosure of confidential information about themselves as a result of malfunction or hacking of the system, action of a third party against the User, etc.).Liquidated damages are expressly excluded from this agreement. In any case, the amount of damages and interest that could be incurred by ITESOFT, will be limited to the amount in aggregate actually paid by the Client to ITESOFT for the pending calendar year or billed to the Client by ITESOFT, whichever the lower. ITESOFT does not grant any warranty when it comes to data backup. It is the Users’ responsibility to take all necessary measures to protect their data in case of loss or damage to the data uploaded or transferred, whatever the cause, including those not specifically covered herein. It stems from the above that it is incumbent upon the User to perform back-ups on a regular basis. The User acknowledges that no provision of this agreement shall release him from the obligation to pay all amounts due to ITESOFT. ARTICLE 5 - CONSERVATION OF STORED DATA It has been agreed between the Parties that in no event, shall ITESOFT be held liable for data installed and/or exploited and/or posted online by the User on the Service, including accidental destruction by the User or ITESOFT. The User acknowledges that he/she is fully aware that the access to the Application and settings can be altered by improper handling on his/her part or on the part of ITESOFT, while changing servers, rebooting a server's operating system, hardware failure of a hard drive and/or server, security incident or unauthorized intrusion by a litigious third party. Out of an abundance of security, it is reminded that the User is under a duty to take all necessary measures to protect their own data and/or software by using remote, secure and duplicated backup. ITESOFT cannot be held liable for data loss, whatever the cause. ARTICLE 6 - OBLIGATIONS AND RESPONSIBILITIES OF THE USER The User shall have the power, authority and capacity necessary for the conclusion and execution of the obligations set forth in this Agreement. The User agrees to provide accurate and complete personal information when registering to the Service Streamline for Invoices. The User also undertakes to update his/her personal information whenever necessary. The User is responsible for the authenticity and accuracy of the personal information he/she provides to ITESOFT. At any time and if necessary, he or she can contact the ITESOFT’s Data Protection Officer (DPO) at the following address: chloe.rama@itesoft.com Furthermore, it is agreed that ITESOFT may conduct all necessary preliminary inquiries to validate the User's registration and may also request the necessary supporting documentation if need be. This being of the utmost importance especially when there is a suspicion of identity theft. The User understands that the Service is provided on a SaaS mode and as a consequence the Service, its features, functionalities, associated services, terms of use may change at any time. ITESOFT shall inform the User with a one (1) month prior notice in order to give to the User the possibility to trigger his right to an early termination. By continuing to use the Service, the User accepts any such changes. The User agrees to only allow access to the Service to authorized members of his/her staff or his/her own customers within the limits laid down herein or in special terms and conditions agreed between the Parties. The User acknowledges that the use, via the Internet, of the Service will be under his sole control and responsibility. The User agrees to and is responsible for payment of the subscribed service on time when he uses features that are invoiced. The User agrees to use the Service in a way and for purposes that are strictly legal, in accordance with applicable laws. In general, the User is responsible for the use of the Application. Now therefore, any processing, transmission, distribution or representation of information or data through the Application by the User, is carried out under his sole responsibility and in strict compliance with laws and regulations relating to the use of online services. The User agrees to refrain to use the Application with the intention of harming ITESOFT, other users of the Application or any third party. He also agrees not to commit acts that may harm the proper operation of the Application and this, in particular, by improper use of the Application for reverse engineering, decompiling this list being non exhaustive. In addition, the User agrees to abide by the following rules: The Application must not be used in ways that infringes infringes third parties’ rights. The content uploaded or displayed by the User must be appropriate to the age and sensibility of each of the persons to whom the content is aimed. Any provocation, apology, or incitement to commit crimes or offenses, especially crimes against humanity are prohibited. In addition, the User acknowledges and accepts that he must refrain to undertake any activity or publishing of minor sexual exploitation related content or any content that could directly or indirectly be deemed as incitement to commit suicide, to make, use or distribute illegal substances. It stems from the above that any pornographic or violent content is strictly prohibited while using the Services Streamline for Invoices. The User, through his/her behaviour and the information he/she uploads, undertakes to refrain to infringe the rights of third parties, including by: • Distributing content protected by intellectual property rights • Publishing words, images or sounds that may amount to defamation, insult, denigration or infringing on privacy, image reproduction rights, morality or public order. • Data that enable, through the creation of hyperlinks to websites or pages of third parties, violation of a provision above or, more generally, a legal provision, is prohibited. The User agrees neither to use the Application for purposes of piracy, nor to download illegal files or sharing copyrighted files, nor to make intrusions into computer systems or "hacking", nor to spread viruses or programs intended to harm, nor to distribute emails in an unlawful manner (spam, phishing, etc.) The User is responsible for the content he publishes and exchanges through the Application and that he/she might post through the chat when the User uses the Supplier Portal. It is recalled that, under current legislation, ITESOFT is not subject to a general obligation to monitor the information made available by the User; however, ITESOFT may be required to send the User any notification or complaint reaching it concerning his actions in connection with the use of the Application. Within the framework of a warrant for instance, ITESOFT may communicate personal information about the User and all or part of the data hosted by the User on ITESOFT’s servers at the request of legal and/or administrative authorities, under the conditions laid down by applicable law. It is the User's responsibility to take all appropriate measures to protect his data from contamination by viruses circulating on the Internet. ITESOFT may, for the sake of security, immediately stop, without prior notice, the service made available to the User. Following such a suspension of service, the User can not claim compensation for any resulting loss of data and/or disruptions in service, in such cases. The data flowing all over the Internet are likely to be diverted; communication by the User of confidential data is made at his own risk. ARTICLE 7 - EXECUTION, PRICES AND PAYMENT 7.1 User account To access the Application, the User needs valid credentials. The User is reminded that he is responsible for keeping his personal information, especially his email address, confidential and up to date. ITESOFT reserves the right to suspend the services to any User that does not comply with the Terms of use. All the credentials that are within the User’s reach must be kept confidential. 7.2 Prices and Offers All paid offers and features subscribed by the User is associated with a commercial proposal. The User can access the Application and/or the features immediately but ITESOFT shall close the service if the user doesn’t sign the commercial proposal within fifteen (15) days. 7.3 Payment methods Payment methods are laid down in the commercial proposal. In compliance with anti-corruption and anti-bribery laws, ITESOFT will never accept cash as a valid method of payment. In case of default and if any payment is rejected or cancelled, access to the Application's paid features shall be suspended by ITESOFT. Failing to undertake the payment which is overdue by the User within ten (10) days upon receipt of a written notification by ITESOFT, ITESOFT cannot warrant that the User's data will be saved for more than sixty (60) days after the notification. ARTICLE 8 – PROOF The logs duly stored in the computer systems of the company ITESOFT shall be considered as valid proof of communications, orders and payments between the Parties unless proven otherwise. ARTICLE 9 - DURATION, TERMINATION AND RENEWAL 9.1 Duration The User will use the Service as long as the Agreement with ITESOFT is valid. 9.2 Force majeure Either Party may terminate, by operation of law and without compensation, the agreement in case of force majeure occurring for a period which exceeds thirty (30) days. 9.3 Failure to comply with the Terms of use ITESOFT reserves the right to terminate the User's Services in case of non-compliance with the Terms of use laid down herein. 9.5 Reversibility Period In any case, either if the Agreement comes to an expiry or is terminated for breach, the User must take all measures to request the reversibility of his/her data whenever the expiration or the termination is triggered. In the event of termination of the agreement, the User will no longer have access to his/her Content. In the case of a request by the User to trigger the Reversibility Period, it is hereby stated that they can be restored - on request - within a maximum of thirty (30) days from the request for transfer or deletion. After this time, the data can no longer be recovered. ITESOFT agrees to keep the User's information confidential and to not disclose it during the length of the Agreement and for a period of five (5) years following the expiration or termination of the Agreement. ARTICLE 10 - LOCATION OF INFRASTRUCTURES ITESOFT informs the User that the data is hosted on servers located in the European Union and more especially in the Netherlands and in Ireland. ARTICLE 11 - INTELLECTUAL PROPERTY 11.1 Respect of ITESOFT’s intellectual property The Service is the exclusive property of ITESOFT or its Partners and cannot be used without seeking its prior endorsement in writing. In addition, all editorial content, graphics style guide, logo, name, brand and ITESOFT’s domain names are protected by intellectual property rights cannot be used without ITESOFT’s prior endorsement. 11.2 Right to use ITESOFT grants a temporary, non-exclusive and non-transferable, right to use the Service Streamline for Invoices. The right of use is granted to the User for his/her own needs. Without written agreement, the User may not knowingly copy or allow others, including internally, to copy or reproduce the Service Streamline for Invoices in any form whatsoever. It is also prohibited for the User to undertake any re-specification of the Service, in particular, with the aim to create a derivative work or a similar Service which will be in competition with ITESOFT’s Service Streamline for Invoices. Any transfer of these Terms of Use requires the prior written agreement of ITESOFT. ARTICLE 12 - ASSIGNMENT OF THE USER'S INTELLECTUAL PROPERTY RIGHTS The Service allows the User to upload invoices, manage rights for himself or other users (delegation of rights feature). The User DECLARES TO HAVE READ AND EXPRESSLY ACCEPTED the ITESOFT Terms and Conditions. ARTICLE 13 - GENERAL PROVISIONS 13.1 Tolerance The fact that ITESOFT does not avail itself, at a given time, of any of these provisions and/or tolerates a breach by the other party of the obligations contained in these Terms of use shall not be construed as amounting to a waiver by ITESOFT of the right to subsequently enforce any of the aforesaid conditions. 13.2 Severability If any provision of these Terms of use shall be held to be invalid or unenforceable for any reason, in particular, in application of a law, regulation or following a decision by a court which has jurisdiction that is enforceable, the remaining terms of these Terms of use shall continue to be valid and shall retain their full force and scope. In this case, the parties shall, as far as possible, replace the invalid provision with a valid provision that fits intent of these Terms of use. 13.3 Subcontracting ITESOFT is free to sub-contract partially the Service and shall remain fully responsible for the work performed by the said sub-contractor. ARTICLE 14 – ADVERTISING ITESOFT may include the Client's name and/or logo in commercial documents, unless expressly refused by the Client in the SAAS Agreement. ARTICLE 15 – DISPUTES In case of dispute between the User and ITESOFT in the performance of these Terms of Use, the Parties shall endeavor to settle the dispute amicably, by using conventional mediation or any other alternative means of dispute resolution. If the dispute remains unresolved after a period of ten (10) days running from the first mail requesting an amicable settlement, either party may then file a lawsuit before the Court which has jurisdiction over the merits of the case. In case of dispute, the dispute will be handled by a Court in the jurisdiction of the Appeal Court of Paris (France), notwithstanding multiple respondents or proceedings against the guarantor, including emergency or protective measures requested under a summary application or appeal. This agreement is governed by French law. It is thus, for the substantive rules as well as the rules of form, excluding, on the one hand, the rules of conflict provided for by French law, and, on the other hand, the provisions of French law that would be contrary to this Agreement.