TERMS AND CONDITIONS IN WORKADVENTURE

PREAMBLE

These general conditions of use of WORKADVENTU.RE software in SaaS mode (hereinafter the « T & Cs ») are applicable to Customers from their date of entry into force and replace the previous ones. WORKADVENTU.RE is a Simplified Joint Stock Company with capital of € 100, headquartered in Paris (75008), 56 rue de Londres, registered in the Paris Trade and Companies Register under number 899 556 575. The Customer, after having taken cognizance of the potential, the purpose, the functionalities, the standard character and the operating mode of the SaaS service identified in the estimate, and after having had the opportunity to (and the time necessary to) request from WORKADVENTU.RE a detailed presentation of the Software, decided to benefit from the latter. The Customer acknowledges having received all the information and advice allowing the measurement of WORKADVENTU.RE’s proposal to be taken and having ensured that the Software complies with its needs. It is the Customer’s responsibility to ensure: – the suitability of the Software to its own needs, in particular on the basis of the information provided in the documentation presented to it; – That he has the necessary skills to access the Services and use the Software; – It has sufficient bandwidth and network access to access the Software.

DEFINITIONS

“Administrator”: refers to the person appointed by the Customer from among its Users in charge of managing rights and access to the Software and having the rights allowing them to access administration functions. « Anomaly »: designates a malfunction of the Software, reproducible by WORKADVENTU.RE, preventing its use in accordance with the Documentation. “Customer”: refers to a natural or legal person who has entered into a Contract with WORKADVENTU.RE with a view to accessing the Services and using the Software. « Contract »: refers to the T & Cs, the quote and any appendices and the order form. “Destination”: designates the object for which the Software was designed. « Documentation »: designates the description of the functionalities, the confidentiality policy as well as the technical documentation. It is provided in electronic form. « Malfunction »: refers to any access difficulty noted by WORKADVENTU.RE. “Software”: designates the set of functionalities of one or more standard programs and their documentation, designed to be supplied to several users for the same use. Within the framework of thethe Software corresponds to: – T & Cs,the standard version distributed by WORKADVENTU.RE, excluding customizations or other specific developments; – Its subsequent updates, if applicable. “Services”: designates the services delivered by WORKADVENTU.RE under theContract “User”: designates a natural person having access to the Software.

PURPOSE

The purpose of these General Conditions of Use (« the T & Cs ») is to define the rights and obligations of the Parties in the context of access to the Services and / or use of the Software. Any access to the Services and / or use of the Software assumes knowledge of the T & Cs and entails their irrevocable and unreserved acceptance.

ENTRY INTO FORCE – DURATION – RENEWAL

The Contract is concluded for a period of one (1) month from the date of the invoice sent to the Customer, unless otherwise provided for in the Contract. The Contract is tacitly renewed for successive periods of one (1) month on each anniversary date, unless terminated by one of the Parties.

SOFTWARE ACCESS CONDITIONS

Access to the Software can only be made through the Internet network and requires prior connection to said network to the Internet address communicated to the Customer. The Customer will be solely responsible for his connection to the Internet network and all associated costs. The number of Authorized Users corresponds to the number of simultaneous connections defined by the Customer. Each User can have their own access token. The management of tokens and these accesses is done through the Administrator: – Creation of Users and associated tokens. – Login deletion or modification. – Management of security rules and access rights for each User.

OPERATION AND OPERATION

Terms of access to the Services for each User: The terms of access to the Software being determined by the Customer, WORKADVENTU.RE cannot be held responsible for any loss or damage resulting from access to the Software by a User. , or by a third party not designated by the Customer. In this context, the Customer undertakes both in his own name and in the name and on behalf of the Users he has designated, to immediately inform WORKADVENTU.RE of any use of the Software access tokens that he deems fraudulent. . WORKADVENTU.RE undertakes to implement all the means at its disposal to ensure the permanence, continuity and quality of the Services. In the event of an incident on the network, WORKADVENTU.RE undertakes to implement all the means at its disposal in order to restore access to the Services as soon as possible. For technical necessities, WORKADVENTU.RE reserves the right, subject to a notice of four (4) calendar days, to temporarily interrupt all or part of the Services. Scheduled interruptions will, as far as possible, be outside office hours (9 a.m. to 6 p.m. Paris time). In any case, they may not exceed four (4) consecutive hours in office hours and days. As a general rule, current operating and maintenance operations (backup, software update) do not require interruption of the Services. WORKADVENTU.RE equipment is designed for 24-hour operation. In the event of an interruption of the Services caused by equipment failure, WORKADVENTU.RE undertakes to implement all the means at its disposal to restore the Services as soon as possible. WORKADVENTU.RE reserves the right at any time to modify the functionalities of the Software, it being understood that the essential functionalities of the Software cannot be altered. WORKADVENTU.RE ensures, within the framework of the physical and logical security rules in force on the date of the signature of the estimate, the protection of the whole Software, the results, the treatments and the transmissions carried out, as well as the backups carried out. These safety rules are available on request at [email protected].

RIGHTS OF USE

The right to use the Software is granted by WORKADVENTU.RE to the Customer for the duration of the Contract. The Software must be used in accordance with the provisions of the Contract, as well as the prescriptions and instructions for use, safety and proper functioning presented to the Customer. The Software must be used in accordance with its Destination, solely for the Customer’s own needs, within the limit of the number of simultaneous connections agreed. The Customer undertakes to request WORKADVENTU.RE for an additional estimate if he needs to create connections beyond the maximum number appearing in the Contract. In the event that WORKADVENTU.RE exceeds the maximum number of Users appearing in the Contract, WORKADVENTU.RE will then display a message in the Software and reserves the right to block access for Users beyond the maximum number defined. Any use not expressly authorized by WORKADVENTU.RE under the Contract is illegal, in accordance with article L.122-6 of the Intellectual Property Code. In particular, the Customer is prohibited from: – using the Software in any way whatsoever for the purposes of designing, producing, distributing or marketing a software package or a similar, equivalent or substitute software package; – Any direct provision or indirect benefit of the Software to a third party, including rental, sale or loan, even gratuitously, or entrust it to any provider within the framework of outsourcing except in case of prior written consent of WORKADVENTU.RE; – Any use for processing not authorized by WORKADVENTU.RE.

INTELLECTUAL PROPERTY

WORKADVENTU.RE declares that it holds all the intellectual property rights necessary for the conclusion of the Contract. The right of use granted by WORKADVENTU.RE by the Contract does not entail any transfer of intellectual property for the benefit of the Customer. Consequently, the Customer refrains from any act, which could have for object or for effect to infringe directly or indirectly the rights of WORKADVENTU.RE on the Software, which is in particular protected by the Code of the intellectual property.

MAINTENANCE – CHANGES

During the term of the Contract, the Customer benefits from the supply and installation of corrective and technological updates to the Software. The Services include the following services: – Updating the Software subject to the provisions of this article. – The need to carry out an update is unilaterally decided by WORKADVENTU.RE with regard to legal and / or technological developments. – The updates are implemented directly by WORKADVENTU.RE on the Software and can integrate, depending on the case: o the correction of Anomalies, o the provision of improvements to existing functions. Excluded from the services provided by WORKADVENTU.RE under this Contract: – use the Software not in accordance with operating instructions or to its destination, or abnormal use, whatever the reason (including for negligence, handling error, accident, etc.); – A compatibility problem between the Software and any other Customer’s hardware or a failure of such hardware; – The provision of a telecommunications network allowing access to the Software; – A compatibility problem between telecommunications networks and the Software; – A failure of one of the elements constituting the Customer’s software environment (operating system, other software or software packages, network systems, etc.); – In general, non-compliance by the Customer with its obligations under the Contract, and any other contract concluded with WORKADVENTU.RE.

COLLABORATION

In order to enable this service to be carried out, the Customer undertakes in particular to provide WORKADVENTU.RE with any necessary information requested by WORKADVENTU.RE for the understanding and resolution of the Anomalies encountered.

FEE

The initial fee for the right to the Services to be paid by the Customer will be determined according to the number of simultaneous connections designated by the Customer and any options chosen by mutual agreement within the framework of the Contract. This fee will be established either by an estimate proposed by WORKADVENTU.RE or directly by the Customer on the site https://workadventu.re/. The amount of the royalty is also likely to vary depending on changing economic circumstances. All royalty variations thus decided by WORKADVENTU.RE will be notified to the Customer by mail or e-mail 4 weeks before their application.

TERMS OF PAYMENT

The subscription invoice will be payable upon receipt of the invoice by credit card or bank transfer. In the absence of payment of the invoices on the due date, the unpaid sums give rise, without prior notice, to the invoicing of a late payment interest penalty equal to three (3) times the legal interest rate. This interest runs from the day following the payment due date until the payment date. In addition, in the event of late payment by the Customer, a lump sum compensation for recovery costs in the amount of forty euros (40 €) will be due automatically by the latter. The right of use fee as well as all other sums due hereunder are indicated excluding VAT, customs duties, withholding taxes and any applicable taxes, which are the responsibility of the Customer. In the event that there is a withholding tax, customs duties or an import tax, the Customer will pay these taxes to the competent tax authorities and will spontaneously send WORKADVENTU.RE proof of their payment. In addition, and without prejudice to his right to claim damages by any legal means, nor his right to terminate the Contract, in the event of non-payment thirty (30) days beyond the agreed payment term, despite formal notice remained unsuccessful, WORKADVENTU.RE reserves the right to suspend its obligations hereunder, including access to the Software, until full payment of the principal, penalties, costs of restoring the Services and interest . No compensation can take place without the prior written consent of WORKADVENTU.RE. This suspension does not entail any modification of the amount of the monthly fee which remains due for the entire period in progress. The Services will resume as soon as the cause for suspension has been removed, without extending the current period.

TERMINATION

Partial termination at the initiative of the Customer

TerminationIn the event that the Customer wishes to terminate part of the Services, the new amount of the fee will be taken into account when it next renews at the new applicable rate.

Complete

Termination In the event that the Customer wishes to terminate all of the Services, this will occur automatically at the end of the current invoiced period.

Termination for fault

In the event of a breach by one of the Parties of an essential obligation provided for in the Contract, not repaired within thirty (30) calendar days from the date of the first notification (email, letter) notifying the breach in cause and risk of termination, the other Party may terminate the Contract without prejudice to the damages to which it could claim under the Contract. Termination for fault takes effect on the date of the first presentation of its notification, and it entails the immediate suspension of all Customer access to the Services. The termination or termination, for any reason whatsoever, of this contract does not give rise to the reimbursement of the sums collected by WORKADVENTU.RE.

SAFEGUARDING OF CUSTOMER DATA AFTER TERMINATION

In the event of termination of the Contract by the Customer or by WORKADVENTU.RE and whatever the cause, the Customer may request a backup of the data hosted on a storage device chosen by WORKADVENTU.RE or by e -mail, which will be carried out within the deadlines and at the rates in force for this service, except if this termination occurs exclusively for failure of the company WORKADVENTU.RE in the proper functioning of the Services. If the Customer expressly requests it, WORKADVENTU.RE undertakes to erase and delete from its system the data belonging to the Customer. This deletion will take place within 10 days of the Customer’s request. In the event that no express request from the Customer is made in the month following termination, WORKADVENTU.RE may or may not delete the data without time limit or notice.

RESPONSIBILITY

Responsibility of the Customer

The Customer and the User undertake to comply with the applicable regulations in terms of intellectual property, protection of personal data, respect for privacy and more generally undertake to comply with all regulations. in force. The Parties recognize that only the Customer has the capacity to control and know the content passing through the Software. The Customer guarantees that he has all the authorizations to use and / or distribute in the territory, information and data of any kind disseminated by WORKADVENTU.RE and is solely responsible for the consequences of making them available to the public. The Customer is responsible for the list of his Users and for the personal data recorded by him in WORKADVENTU.RE. He thus guarantees to have received their consents and authorizations in order to be registered in WORKADVENTU.RE. The Customer is prohibited from using the services of WORKADVENTU.RE to provide access to illegal elements, such as defamatory and racist remarks, for example, or personal data forming the subject of a file non declared which would be hosted on servers other than those of WORKADVENTU.RE. In the event of a breach of the provisions of the law of June 21, 2004 (« LCEN ») noted by a judicial authority within the meaning of this same law, or in the event of an injunction issued by the judicial authority to remove contentious content, WORKADVENTU. RE may take any necessary steps to remove this content or prevent access to it, without the Customer’s prior consent. He will only have to inform him, a priori or a posteriori. In the event of an amicable complaint or formal notice from a third party addressed to WORKADVENTU.RE considering that the content is illegal or causes it prejudice, WORKADVENTU.RE will immediately inform the Customer. If it appears to WORKADVENTU.RE that the data hosted on behalf of the Customer is manifestly illicit, WORKADVENTU.RE may take any useful measure to remove access to the contentious content or make access impossible, and in will inform the Customer. The suspension or interruption of access to the content for the reasons mentioned above will not give the right to the payment of any compensation from WORKADVENTU.RE to the Customer. In addition, the Customer will remain indebted to WORKADVENTU.RE for the full price agreed during the entire period of suspension or interruption. In any event, the Customer guarantees WORKADVENTU.RE from the consequences, in particular financial, of any recourse, any action, and a fortiori any condemnation to which WORKADVENTU.RE could be exposed due to illicit data that it would have hosted by WORKADVENTU.RE under the Contract.

Responsibility of WORKADVENTU.RE

WORKADVENTU.RE cannot, within the limits of the applicable law, be held responsible for any direct or indirect damage of any nature whatsoever (such as commercial or financial damage, or operating losses which affect the Customer or the User) resulting from any impossibility of access to the Services, any use of the Services, including any loss of data, and this, regardless of the origin of the damage. In any event, WORKADVENTU.RE cannot be held liable in the event of force majeure or facts beyond its control. However WORKADVENTU.RE agrees to make all means available effort to ensure the best guarantees data integrity including: – Routine use of newer versions of third party software and regular application of security patches said software. – Storage on hard disks with redundant technologies. (The information is copied in real time on several disks, the failure of a disk does not generate an interruption of the Services). – Daily data backup. – Regular testing of restoration procedures. WORKADVENTU.RE cannot be held responsible in the event of legal proceedings against the Customer or the User due to illegal use of the Software. Under these terms, WORKADVENTU.RE is bound by an obligation of means and will not be held responsible for any delay in the performance of the Services. In addition, WORKADVENTU.RE cannot be held liable in the event of incorrect application or failure to apply the advice for use provided or in the event of application of advice not emanating from WORKADVENTU.RE. Under no circumstances is WORKADVENTU.RE liable either for third parties or for indirect damage such as, in particular, operating losses, commercial damage, loss of customers, loss of order, any commercial disturbance, loss of profit, to the brand image. If WORKADVENTU.RE’s liability were to be recognized, hereunder, by a final decision of a competent court, the compensation that could be claimed from it would be expressly limited to the amount of the fee received by WORKADVENTU.RE, at under the Services, for the six (6) month period in progress at the time of the damage. It is expressly agreed between the parties, and accepted by the Customer, that the stipulations of this clause will continue to apply even in the event of resolution hereof noted by a court decision that has become final. These provisions establish a distribution of risks between WORKADVENTU.RE and the Customer.

DECLARATION

The Customer declares that he is familiar with the Internet, its characteristics and its limits, and recognizes in particular: – that data transmissions on the Internet only benefit from a relative technical reliability, this one circulating on heterogeneous networks with various characteristics and technical capacities which are sometimes saturated at certain times of the day; – That certain specific networks may depend on particular agreements and be subject to access restrictions which will not allow access to the Software. – That the users of the Software are likely to be located anywhere in the world, and that the content of the Software can be reproduced, represented or more generally distributed without any geographical limitation; – That the data circulating on the Internet are not protected against possible misappropriation and that the communication of passwords, confidential codes and more generally of all information of a sensitive nature is carried out by the Customer at his own risk; – That the provision of the content of the Software to users may be subject to intrusion by unauthorized third parties and be, as a result, corrupted despite the issue by WORKADVENTU.RE of access protected by a token.

FORCE MAJEURE

The Parties will be fully released if the non-performance of part or all of the obligations imposed on one of them results from a case of force majeure. Initially, cases of force majeure suspend the execution of the Contract and the parties meet to determine the terms of possible continuation of their relations. If the cases of force majeure have a duration of more than one (1) month, the Contract will be terminated automatically, unless otherwise agreed between the Parties. Expressly considered as force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French Courts and Tribunals: blocking, disturbance or congestion of telecommunications networks, poor quality of electric current, blocking of means of transportation or supply for any reason, inclement weather, epidemics, earthquakes, fires, storms, floods, water damage, government or legal restrictions, as well as legal or regulatory changes forms of marketing.

MISCELLANEOUS PROVISIONS

Evolution of the general conditions

WORKADVENTU.RE reserves the right to modify the T & Cs at any time. These changes will come into force and will apply to all Customers and Users as soon as the Administrator is informed by WORKADVENTU.RE.

Confidentiality

Data belonging to the Customer and managed by the Services are and remain the property of the Customer. WORKADVENTU.RE undertakes to keep these data confidential, not to make any copy of the data, apart from technical and backup needs, and to make no use other than for statistical purposes or those intended for the execution of this Agreement. Reciprocally, the Customer undertakes to keep total confidentiality on the documents, data or the nature of the services provided by WORKADVENTU.RE under the Contract.

Waiver

The fact that one of the Parties does not invoke a breach by the other Party of any of the obligations referred to in the Contract cannot be interpreted for the future as a waiver of the obligation in cause. The Customer irrevocably waives any request, claim, right or action against WORKADVENTU.RE relating to the execution of the Contract and which would be formulated more than twelve (12) months after the generating event.

Assignment of the Contract

The Contract between the Customer and WORKADVENTU.RE is concluded intuitu personae. Consequently, the Customer’s rights arising from the Contract may not be assigned, sub-licensed, sold or otherwise transferred by the Customer, except with the prior written consent of WORKADVENTU.RE.

Completeness

The Contract expresses all the obligations of the parties. In the event of difficulties of interpretation between any of the titles appearing at the head of the clauses, and any of the clauses, the titles will be declared non-existent. No general or specific condition appearing in the documents sent or handed over by the Customer, may be incorporated into the Contract nor a fortiori contravene or modify its scope, with the exception of additional orders from the Customer accepted by WORKADVENTU.RE. Unless there are exceptions specifically stipulated within it, the Contract can only be modified by an addendum duly signed by the persons authorized or mandated by the Customer and WORKADVENTU.RE.

Nullity

If one or more stipulations of the Contract are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain all their force and their scope, and the Parties undertake to come together to agree on a similar provision and serving the ground of invalidity affecting the pre-existing stipulation.

Commercial reference

Any use and / or reproduction by WORKADVENTU.RE of the company name, the brand, the brand, the name of the Customer and its logo, for the promotion of the Software, including for reference purposes, will be submitted with the prior express written agreement of the CUSTOMER, for each use and each medium.

Trademark

WORKADVENTU.RE is a registered trademark owned by WORKADVENTU.RE. Without the express authorization of WORKADVENTU.RE, the Customer and the User undertake not to use or distribute them in any way whatsoever.

Notifications

All notifications, to be valid, must have been made to the address mentioned in the Contract, by registered letter with acknowledgment of receipt or by email to the address [email protected] . Any delay will run from the date of first presentation of said letter or receipt of the email.

Anti – corruption

THE Customer attaches particular importance to the fight against fraud and corruption and intends that any person or company in relation to THE Customer adheres to the same principles and respects the regulations in force. WORKADVENTURE guarantees that any person, natural or legal, intervening on behalf of WORDADVENTURE within the framework of this contract:Will -respect any regulation having for object the fight against corruption; – Will not do, by action or omission, anything which would be liable to engage THE CUSTOMER’s liability under the regulations relating to the fight against corruption; – Establish and maintain its own anti-corruption policies and procedures if required by regulations; – Will provide at its expense any assistance reasonably necessary to THE Customer to respond to a request from a duly authorized authority relating to the fight against corruption. WORKADVENTURE already authorizes THE CUSTOMER to take any reasonable measure aimed at monitoring compliance by WORKADVENTURE with the obligations stipulated in this article. WORKADVENTURE undertakes to inform THE CUSTOMER, without delay, of any element which may be brought to its attention and which may give rise to its liability under this article. Any failure on the part of WORDADVENTURE to comply with the provisions of this article must be considered as a serious breach authorizing THE CUSTOMER, if it so wishes, to terminate this contract automatically without notice or compensation without WORKADVENTURE being able to claim any compensation, et sans préjudice des autres indemnités que LE Customer sera en droit de solliciter en réparation du préjudice subi. Cette résiliation sera adressée à WORDADVENTURE par lettre recommandée avec accusé de réception.

Personal data and freedom

The personal data collected on the Customer or the User on the occasion of the conclusion of the Contract, are subject to the provisions of the law n ° 78-17 of January 6, 1978 relating to data processing, files and freedoms. The Customer therefore has the right of opposition provided for in article 38 of the law, the right of access provided for in article 39 of the law, the right of rectification provided for in article 40 of the law.

Law and attribution of competence

The Contract is governed by French law. In the event of a dispute and after an attempt to reach an amicable settlement, express jurisdiction is attributed to the Paris Commercial Court notwithstanding the plurality of defendants or call in guarantee, including for the procedures on request or urgency, and the procedures of order for payment. and their consequences.

Contact us

If you have any questions about these Terms and Conditions, You can contact us:

• By email:[email protected]