General terms and conditions of sale and use

BETWEEN THE UNDERSIGNED :

The Service Provider, a société par actions simplifiée (simplified joint stock company) with capital of 9,600 euros, registered in the Paris Trade Register under number 789 487 121, whose registered office is located at 20 rue de Lyanes, 75020 Paris.

Represented by its Chairman, Mr Thomas SABATIER

(Hereinafter referred to as " The Provider" or "the Provider") .

ON ONE SIDE,

AND

Any individual or legal entity wishing to use the Company's Services on a strictly professional basis.

(Hereinafter referred to as " the Subscriber ") .

ON THE OTHER HAND,

Hereinafter referred to individually as the "Party" and jointly as the "Parties".

PREAMBLE

The Chatbot Factory SAS is an IT development company specializing in the design and publication of software dedicated to customer relations. It offers professionals a tool for setting up interactive virtual agents via a Saas platform called " tolk.ai " (hereinafter the "Service"), in which the Subscriber has expressed an interest.

The Subscriber acknowledges that he/she has been fully advised and informed by the Service Provider on all the means of accessing and using the Service, particularly with regard to the needs he/she has indicated and the budget he/she has deemed it useful to devote to it. The Customer certifies that all information provided is true and accurate, and acknowledges having read and understood the provisions of this contract.

On the basis of the offer submitted by the Service Provider, the Parties have come together to set the terms and conditions of access to the Service by the Subscriber under this contract (hereinafter the "Contract").

It has therefore been agreed as follows:

Article 1. Purpose and duration of the contract

1.1. The purpose of the Contract is to define the conditions under which the Service Provider undertakes to perform, in his capacity as a technically competent, experienced and qualified professional, under his responsibility and supervision, the services described in Article 2 of the Contract (hereinafter the "Services").

In return for the Services, the Subscriber undertakes to pay the Provider the sums defined in the appendix (hereinafter referred to as the Price) and to comply with its obligations under the Contract.

1.2. The Contract comes into force on the Subscriber's registration date, corresponding to the creation of his/her account, for a fixed, indivisible and irrevocable term of 12 months from the expiry date of the free test, limited to a maximum of 30 calendar days.

The Contract will subsequently be renewed for an equal period, and continued use of the Service will constitute tacit acceptance of the renewal, unless terminated by either party via the platform at least two (2) months before the end of the Contract or its renewal date.

Article 2. Details of services

2.1. Service availability

The Service Provider offers interfaces and tools enabling the Subscriber to access, use and/or operate certain software and other services of the Service Provider described in the appendix (hereinafter, the "Content").

Access to Content may be subject to prior or additional conditions defined in the appendix.

The Subscriber acknowledges and accepts that certain Content made available to the Subscriber may change at the sole discretion of the Service Provider, in particular through patches, fixes and other services developed.

2.2. License to use the Content

The Service Provider grants the Subscriber a non-exclusive, non-transferable license to use and exploit the Service and Content, under the conditions defined below.

Article 3. Obligations of the parties

3.1 Obligations of the Service Provider

3.1.1. In the context of the Contract, the Service Provider represents and warrants that it has sufficient skills in new technologies and communications to perform the services covered by the Contract in full compliance with the rules of the trade and with all due diligence.

3.1.2. The Service Provider undertakes, on a best-efforts basis only, to offer the Subscriber access to the Content according to certain criteria. The Service Provider shall use its best efforts to make the Service and Content available on a quasi-permanent basis.

3.1.3. However, the Service Provider may have to interrupt access to the Service and Content for reasons inherent in operating and maintenance constraints. The Service Provider cannot guarantee the constant availability of the Content, and in particular the Service.

Service interruptions include

• Interruptions to update the Company's software and database structures may occur every day from 22:00 (UTC+1). This type of update may result in unavailability of the platform, or in some cases an emergency interruption.
• Emergency interruption: In the event of absolute necessity, in particular if the integrity of the Service is threatened, the Service Provider reserves the right to interrupt the Service to carry out technical maintenance or improvement work in order to ensure the proper functioning of the Service, regardless of the time and duration of the work.

3.1.4. The Subscriber will be informed by email of any Service interruption. The Subscriber acknowledges that Service interruptions will not entitle the Subscriber to any compensation.

A Support and Maintenance offer is also available to the Subscriber under the conditions defined in article 8 of the Contract.

3.1.5. Furthermore, it is specified that the Internet network and the computer and telecommunications systems used by the Subscriber to access and use the Service are not error-free and that interruptions and breakdowns may occasionally occur. The Service Provider cannot provide any guarantee in this respect and cannot therefore be held liable for any damage inherent in said use of the Internet and computer and telecommunications systems, including but not limited to:

1. poor transmission and/or reception of any data and/or information on the Internet;
2. external intrusion;
3. failure of any receiving equipment or communication lines;
4. any other malfunction of the Internet network preventing the proper functioning and/or progress of the Service.

3.1.6. Furthermore, the Subscriber acknowledges and accepts that the Service Provider may not be held liable for any consequences in accessing the Service and Content resulting from erroneous, approximate or incomplete information provided by the Subscriber.

Finally, the Service may contain images and/or hypertext links to websites managed by third parties (hereinafter referred to as "Third-Party Sites"). The Service Provider has no control over Third Party Sites and assumes no responsibility for them. These links are provided for information purposes only and the decision to consult these Third Party Sites is the sole responsibility of the Subscriber.

3.2 Obligations of the Subscriber

3.2.1. The Subscriber undertakes to provide the Service Provider with all elements and information necessary or useful for the performance of said services as soon as possible. The Subscriber warrants that all information and documents provided or to be provided to the Service Provider are and will be true, accurate and unambiguous.

The Service Provider shall not be liable for any loss, damage or deficiency resulting from inaccurate, incomplete or otherwise defective information or documents provided by the Policyholder.

3.2.2. The Subscriber ensures compliance with legal obligations and assumes sole civil liability arising from the use and/or operation of the Service & Content under the Contract.

When using the Service, the Subscriber undertakes in particular to :

• Guarantee the proper use of the Service and compliance by Users with the provisions of this Agreement;
• Refrain from entering messages, information or data that are malicious, denigrating, obscene, defamatory, deliberately misleading, illicit and/or contrary to public decency;
• Respect the rights of third parties, in particular their intellectual property rights;
• Not to alter or disrupt the integrity or performance of the Service or the data contained therein;

3.2.3. Under no circumstances may the Service Provider be held liable for the use made of the Content by the Subscriber. In the event that the Provider's liability is recognized by a court decision, the amount of compensation and damages paid may not exceed fifty percent (50%) of the total amount paid by the Subscriber under the Contract during the last twelve (12) months prior to the occurrence of the event giving rise to the Provider's liability.

Article 4. Access to content

4.1. Subject to compliance with the Contract and payment of the Price under the conditions specified in the appendix, the Subscriber benefits from access to, use of and/or exploitation of Content(s) via the Service.

4.2. The Subscriber acknowledges that additional conditions may apply for access to certain Content. Similarly, access to certain Content may change at the sole discretion of the Service Provider.

4.3. The Subscriber is not authorized to use the Service for any purpose other than authorized access to the Service and Content.

4.4. Except as otherwise provided in the Agreement, or in accordance with applicable law notwithstanding these restrictions, the Subscriber may not, in whole or in part, copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, modify the source code, modify, disassemble, decompile, create derivative works or remove any proprietary notices from the Service & Content or software accessible through the Platform without the prior written consent of the Provider.

4.5. The Subscriber may not sell, grant a lien on or transfer reproductions of the Service or Content to third parties in any manner whatsoever, nor rent, lease or license the Service & Content to third parties without the prior written consent of the Service Provider, except as expressly authorized in the Agreement.

Article 5. Amendment

The Parties acknowledge that the Contract may be modified at any time by the Parties with the express consent of the Subscriber to the changes proposed by the Service Provider.

Article 6. Contract performance

6.1. The Parties undertake to perform their obligations under the Contract in good faith and to ensure the availability, cooperation and competence of their personnel with a view to the proper performance of the Contract.

6.2. The Service Provider's personnel assigned to the performance of the Services remain, in all circumstances, under the administrative control and exclusive hierarchical and disciplinary authority of the Service Provider.

As the sole employer of the aforementioned personnel, the Service Provider is responsible for the social and administrative management of its employees.

The Service Provider shall ensure that its personnel comply with all the conditions and obligations of this Contract.

6.3. In order to ensure the best quality of services, the Subscriber authorizes the Service Provider to subcontract part of its obligations under the Contract, as the Service Provider deems necessary.

Any subcontractor involved in the provision of Services in accordance with the preceding paragraph shall be bound by this Contract and its appendices.

Article 7. Access to services

Before using and/or exploiting any Content, the Subscriber undertakes to consult the information made available by the Service Provider and to meet the minimum technological and technical requirements for access to the Service:

• List of browsers compatible with the Service: https: //thebot.io/supported_browsers_platform
• List of browsers compatible with the chat widget: https: //thebot.io/supported_browsers_widget

7.1.

Access to the Service is subject to subscription to one of the subscription packages offered by the Service Provider. Details of the volume of conversations and ancillary services subscribed to are set out in the quotation signed by the Parties or the subscription package subscribed to from the back-office in which the Service is located.

For your information, the Service Provider offers monthly and annual subscription packages:

• The Subscriber may modify his monthly subscription offer during the term of the Contract if he wishes to increase the number of conversations at his disposal or subscribe to a superior offer in the hierarchy of available subscription offers.
• Changes to annual subscriptions do not entitle the Subscriber to any reimbursement or compensation for conversation volumes and services not used during the remaining contract period.

In addition, the Service Provider offers a free, no-obligation subscription to the Service, for a maximum period not exceeding one (1) month's access to the Service.

7.2. After creating an account and subscribing to an access offer, the Subscriber may use the Content(s).

To create an account, the Subscriber will be asked to enter information, in particular name and email address(es), which will constitute his/her login and password (hereinafter the "Login Codes").

Confirmation of account activation will be sent to the Subscriber via the e-mail address provided. In his personal space, the Subscriber will have the possibility in the parameters, if he wishes, to complete a certain number of information and will be able in particular to modify, if necessary, his password.

7.3. The Subscriber undertakes not to provide any false and/or erroneous contact details or information.

7.4. The Subscriber is solely responsible for the consequences of any inaccurate information provided. The Subscriber also undertakes not to create an account on behalf of a third party or to create several accounts for himself/herself within the Service.

7.5. The Subscriber acknowledges that he/she is responsible for the use made of his/her Identification Codes. In this respect, the Identification Codes may not be communicated by the Subscriber to a third party, nor may they be used by a third party. In any event, all acts carried out within the Service under the Subscriber's Identification Codes will be considered as having been carried out by the Subscriber and, consequently, subscriptions to the Service and Content emanating from the Subscriber's account will be debited from the corresponding bank account.

7.6. In any event, in the event that the Subscriber forgets, loses or misuses the Subscriber's Identification Codes, the Subscriber undertakes to immediately inform the Service Provider at the following e-mail address : XXX.

The platform also offers the Subscriber a lost password recovery function.

7.7. For reasons of system security and stability, the Service Provider may automatically update, preload, create new versions of the Services & Content or improve them, and consequently the system configuration required to use the software may change over time.

7.8. The Subscriber accepts such automatic updates and acknowledges that this Agreement does not give the Subscriber any right to demand updates, new versions or other improvements to the Service & Content. The Service Provider decides to provide such updates, etc. at its sole discretion.

Article 8. Maintenance & Support

For information, access and availability of the Service are guaranteed at 99.5%, (minimum annual) for the subscriptions concerned (excluding the free test period).

• Annual availability rate: 99.5%.
• PSG (Guaranteed Service Range): 9am-7pm, 5 days a week (Mon-Fri)
• GTI (Guaranteed Intervention Time): 1h
  • GTI is defined as the maximum duration during which a service provider undertakes to intervene after a blocking incident or service outage. GTI therefore only obliges the service provider to intervene, but not to resolve the problem in question.
• GTR (guaranteed recovery time): 4h
  • The GRT is the maximum period of time during which a service provider undertakes to restore its customer's IT service after a blocking incident or service outage. It should be noted that the GRT only applies during the Guaranteed Service Period (PSG).
• RTO (Recovery Time Objective): 4h
  • The RTO, or Recovery Time Objective, can be translated as the maximum permissible downtime of an IT resource.
• RPO (Recovery Point Objective): 2h
  • RPO, or Recovery Point Objective, refers to the maximum length of time it is acceptable to save data in the event of a failure.

The Service is hosted on the Google Cloud Plateform - Computer Engine, Cloud SQL, Google Storage. Located in Belgium, the hosting solution guarantees an availability rate of 99.5%, in an architecture orchestrated by "Kubernetes", complying with Google Cloud Plateform security standards.

8.1. The Company undertakes to reply to emails sent via the support platform within 2 working days, Monday to Friday from 10am to 5pm (UTC+2). In the event that the Subscriber encounters malfunctions that prevent the proper use of the Service, the Subscriber is invited to immediately report the malfunction to the Service Provider via the assistance platform, available from the Service.

8.2. An Anomaly is defined as any reproducible bug or malfunction and any functional or technical non-conformity of the Service, in particular:

• Blocking anomaly, any anomaly that makes it impossible to use the Service in its entirety or certain of its essential functions;
• Semi-blocking Anomaly, any Anomaly that significantly impairs access to or use of the Service or one or more of its strategic functionalities;
• Minor Anomaly, any Anomaly that is neither major nor blocking.

8.3. As part of the Service's maintenance services, the Service Provider undertakes to respond to any anomaly detected, according to its degree of seriousness, within the following timeframes:

• within 24h (working hours) for Blocking Anomalies,

8.4. Deadlines are counted from the time the Subscriber notifies the Service Provider of the Anomaly. Maintenance operations will give rise to the upgrading of useful documentation and the provision of the latter to the Subscriber.

Article 9. Intellectual property rights

9.1. Service & Content License

Under the terms of the Contract, the Service Provider grants a non-exclusive license, subject to full payment of the Price as defined in the Appendix, for the entire World Domain and for the duration of the Contract.

In accordance with the provisions of Articles L.131-3 and L.122-6 of the French Intellectual Property Code, the rights granted in respect of the Services & Contents in the Contract include :

The right to exploit all or part of the Service & Content, individually or together, by any means, in any format, on any technical platform to any public and through any medium and/or means and/or communication network;

The right to represent and communicate the Service & Contents by producing or authorizing :

• to represent and have represented all or part of the Service & Content, individually or together, and its adaptations in any language and in any country, on any platform and according to any technical standard.

• to communicate to the public all or part of the Service & Contents, individually or as a whole, or its adaptations by any process, whether paid or unpaid, direct or indirect, known or unknown, present or future, by wire or wireless and on any data distribution network, known or unknown, present or future. This right includes, in particular, dissemination by any means, over any network and using any telecommunication protocol.

• to distribute all or part of the Service & Content, individually or together, on internal or private networks, in particular corporate networks, by any public or private entity, free of charge or against payment.

9.2. Limits to the rights granted

The license granted under the Contract does not grant the Subscriber any intellectual property rights over the Service & Content, which remains the full and exclusive property of the Service Provider.

Notwithstanding the provisions of article 8.1, the Subscriber expressly undertakes not to make any changes to the Service & Contents for the duration of the Contract.

Article 10. Advertising

10.1. The Subscriber authorizes the Service Provider to quote the name of the Subscriber, to reproduce its logo, any visual element of identification and to mention the existence of the Contract as a commercial reference.

The Subscriber authorizes the Service Provider to include his or her name on a reference list or in any advertising distribution initiated by the Service Provider.

Should the Service Provider be provided with the Subscriber's logo for the purposes of the Contract, the Service Provider undertakes to strictly respect the logo and not to damage the image and reputation of the Subscriber.

10.2. The Subscriber undertakes, in the context of any commercial promotion of the Content used under the Contract, to mention the name of the Service Provider as the publisher of the Content and to submit the said promotion to its express agreement.

Article 11. Data Protection Act

This document is subject to the provisions of European Contract 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as well as those of Law No. 78-17 of January 6, 1978 relating to information technology, files and freedoms and any other legislation applicable in this area that may subsequently supplement or replace them.

For processing carried out by and/or on behalf of the Service Provider, the Subscriber has the right to access, if necessary after providing valid proof of identity, modify, limit and delete data concerning him or her, as well as the right to object, subject to legitimate and compelling reasons, to the processing of such data. He or she may also define directives concerning the fate of his or her personal data in the event of death. These rights may be exercised directly with the Service Provider by e-mail to privacy@tolk.ai or by post to the Service Provider's head office.

Personal data provided

For the purposes of this article, "personal data" means any information relating to an identified or identifiable natural person, within the meaning of current applicable legislation. For all intents and purposes, "identifiable natural person" means a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data or an online identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity.

The Service Provider is required to use some of the Subscriber's personal data. Without such information, the Service Provider will be unable to provide the various services described in this document. The Service Provider may also use the Subscriber's personal data to send the Subscriber its best promotional offers, for statistical and fraud prevention purposes, for its legitimate business development interests, for the technical improvement of its systems and its knowledge of its users and, lastly, where applicable with the Subscriber's consent, to personalize its services, particularly by means of advertising.

Use of personal data

The Service Provider may use the Subscriber's personal data in certain defined cases:

• Operation & Optimization of Services: the personal data collected is necessary for the operation of the services and products offered, as well as for the development and improvement of the Service Provider's services;
• Communication & Personalization : subject to the required consent, the Service Provider may use certain data in order to propose, in particular through advertising, personalized services and offers, promotions or any other commercial information related to the services or services of partners;
• Compliance with current legislation.

Sharing personal data

The Service Provider may share the Subscriber's personal data with business partners or other companies with which the Service Provider is affiliated (parent companies, sister companies or daughter companies), as part of the operation of the Services or in particular for logistical purposes.

Similarly, the Subscriber's data may be communicated in response to a specific request made by a competent administrative or judicial authority, and more generally in all situations where the law, regulations or an administrative or judicial decision so requires;

More generally, this data may be shared with any other third party after the Subscriber has been informed and subject to the absence of opposition or prior consent in accordance with the applicable rules.

Retention period of personal data

Personal data will be kept in active files or systems only for as long as is necessary to fulfil the purposes for which they were collected in accordance with the applicable rules, i.e. :

• In principle, for all data ;

The personal data entrusted to the Company will be kept by it, on behalf of the Subscriber, for a period of (3) years from the date of transmission.

Article 12. Confidentiality

12.1. The Parties expressly agree not to divulge any technical, commercial or other information of any kind whatsoever, regardless of the medium, acquired in particular through the submission or preparation of documents, or orally, that they may have come to know about the activities of the Parties and possibly those of their partners. Documents include study notes, plans, calculations, software, results, etc. The information and results obtained in the course of its work may not be communicated to third parties without the written authorization of the owner Party.

This provision applies not only to the transfer of information, but also to publications, discussions at meetings, and any communications or conferences he may have the opportunity to make. Any breach of the foregoing undertakings may result in the Party at fault being subject to the provisions of the French Penal Code relating to the obligation of secrecy.

12.2 These confidentiality provisions shall remain in force as long as the information covered by the present undertaking has not fallen into the public domain and this without breach of any of the obligations resulting from the undertaking.

In the event of non-compliance with the obligation of confidentiality, the victim Party reserves the right to request payment of any damages due as compensation for the loss suffered.

In the event of termination, resolution, cancellation or lapse of the contract, the Parties undertake to :

• return the documents, including computer media, handed over by the owning party,
• destroy any intermediate documents it has produced, including computer media,
• erase recordings made on the hard disk or any other medium,
• destroy any residual documents such as drafts or extra copies produced.

Article 13. Withdrawal & Cancellation

13.1. Insofar as the Subscriber subscribes to the Service as a professional, there is no withdrawal period after the order.

13.2. The Contract may be terminated at any time by the Subscriber. Termination of the Agreement by the Subscriber constitutes early termination and will automatically result in the invoicing of the balance of the Agreement and any penalties provided for. The Subscriber remains solely responsible for any costs incurred with third-party suppliers or content providers prior to termination.

13.3 In the event of persistent failure by the Subscriber to meet its contractual obligations, five days after receipt of a prior formal notice sent by registered letter with acknowledgement of receipt which has remained without effect, the Service Provider may claim a fixed indemnity of an amount corresponding to one (1) year's royalties, in addition to legal interest and any legal costs payable against the Subscriber, without prejudice to the right to damages for the benefit of the Service Provider.

13.4. In the event of non-payment by the Subscriber of a monthly instalment and 10 (ten) days after formal notice by registered letter with acknowledgement of receipt has remained wholly or partly unanswered, the contract will be deemed by the Provider to have been terminated by operation of law.

In the event of early termination of the Contract at the Subscriber's initiative, all outstanding sums will be claimed.

13.5. Notwithstanding the performance by the Subscriber of its contractual obligations, the Service Provider may terminate the Contract immediately and by operation of law, in the event of insolvency proceedings, dissolution, or cessation of business by the Subscriber, after written notification to the Subscriber or the legal representative.

Article 14. Penalties

Any sum due by the Subscriber and not paid on the due date shall automatically and without prior notice bear interest at the rate of five (5) percent (%) per month from the due date, together with the payment of compensation equal to three (3) times the legal interest rate.

The legal interest rate applied is that in force on the date of invoicing. This penalty is calculated on the amount due, inclusive of tax, and runs from the due date of the price, without the need for prior formal notice.

Where these collection costs exceed the amount of this indemnity, the Service Provider may claim additional indemnity from the Policyholder, on presentation of supporting documents specifying the steps taken.

The Subscriber undertakes to bear all mission expenses incurred by the Company in setting up the Service.

In addition, the Service Provider reserves the right, fifteen (15) days after sending a registered letter of formal notice, to suspend the Service until full payment of the sums due and, where applicable, to terminate the Contract with immediate effect.

Article 15. Return

In the event of termination of the Agreement, for whatever reason, the Service Provider undertakes to return, at the request of the Subscriber, all of the Subscriber's Data, in a file format that can be used by the Subscriber or, where applicable, by any third party to whom the Subscriber has agreed to entrust the continuation of computer processing, within three (3) months of termination of the Agreement.

The Company will notify the Subscriber of this withdrawal within 48 hours.

No legal action or claim whatsoever may be brought or made by either Party more than one (1) year after the occurrence of the event giving rise to the claim.

Article 16. Miscellaneous provisions

16.1 Any notification concerning the Contract must be sent by registered letter with acknowledgement of receipt, addressed to the registered office of the Party concerned.

16.2. Under no circumstances may the Contract be transferred in whole or in part, whether for consideration or free of charge, by the Subscriber, without the Company's express prior written authorization.

In the event of a takeover or merger, the Company reserves the right to assign the contract without formality to any holding company or parent company that may own all or part of the Company. The Subscriber expressly acknowledges that the transferee company will become its co-contractor.

16.3. In the event that any provision of the Agreement is invalid or void, the Parties shall endeavor to replace it with a provision having the closest legal and economic effect, and the other provisions shall continue to have effect in accordance with the intentions of the Parties as set forth in the Agreement.

16.4. The Contract and its appendices, which form an integral part thereof, contain the entire agreement of the Parties with respect to its subject matter.

The Contract is organized and regulated by the following contractual documents, listed in order of precedence in the event of any contradiction in their terms:

1. The quotation signed by the Policyholder ;
2. The Contract ;
3. Other annexes to the Contract ;
4. The general terms and conditions of use of the Platform.

16.5. The Parties shall not be liable for non-performance of their obligations in the event of force majeure. In the event of force majeure, the Contract will be suspended until the force majeure has disappeared, been extinguished or ceased.

16.6. In order to meet the liabilities that may be incurred by them under the Contract, the Parties undertake to take out all the insurance policies necessary to cover (i) their professional civil liability, whether in tort or otherwise, and (ii) the specific guarantees granted by the Parties in the Contract, with an approved insurance company.

The Parties guarantee to comply with tax and social legislation, to be up to date with the payment of social security contributions and to be able to provide proof of compliance with the various obligations applicable in this respect at the first request of the other Party.

16.7. The Subscriber undertakes not to canvass, recruit or directly or indirectly employ a member of the Service Provider's staff, without the latter's prior written authorization, during the term of the Contract and twelve (12) months after the end thereof, the overall term not being less than twenty-four (24) months.

In the event of a breach of this clause, the Subscriber shall immediately pay the Service Provider a lump-sum compensation equal to the wages of the employee who was dismissed during the twelve (12) months prior to the dismissal, including employer and employee contributions.

The Service Provider may also claim compensation for the loss actually suffered if this exceeds the above-mentioned fixed compensation.

Article 17. Applicable law and jurisdiction

The Contract is governed by French law.

The Parties agree to seek an amicable solution to their dispute before initiating legal proceedings: to this end, the Party which considers that a dispute has arisen will notify the other by registered mail, setting out the terms of the dispute.

A meeting must take place within fifteen (15) days of the sending of this letter, and failing an amicable solution within thirty (30) days, either Party may initiate any legal proceedings as appropriate.

Any dispute concerning the validity, interpretation or performance of the Contract which cannot be resolved amicably by the Parties shall be brought before the competent courts of Paris.