1. DEFINITIONS

The Parties agree on the following definitions:

"Anomaly" means any malfunction or non-conformity of the Solution with respect to its intended purpose and technical specifications, and which prevents the normal operation of the Solution or which causes inappropriate processing.

"Blocking Anomaly": means any Anomaly that makes it impossible to use all or part of the Solution.

"Performance Schedule" means, where applicable, the schedule set by the Parties for the performance of the services covered by the order placed by the Customer. The Schedules of Performance agreed between the Parties may only be modified with the agreement of the Parties.

"Contract": refers to all of the provisions set forth in this document and its appendices, and, where applicable, to any documents that may supplement, modify or replace this document. The validation of any estimate established by ELO-SOLUTIONS is worth full and whole acceptance of the present.

"Final Fix" means the final curative action applied to the Solution to permanently remedy a Defect. The Final Correction is made by a patch or by an update or, in the case of misuse, by an instruction from Elo-Solutions.

"Identifiers": refers to both each User's own identifier ("login") and the connection password ("password") allowing access to and use of the Solution.

"Update": means an evolution of all or part of the Solution integrating corrections of Anomalies and/or improvements of existing functionalities and/or performances.

"Services": refers to all the services and software solutions that ELO-SOLUTIONS undertakes to provide to the Client in execution of the order placed by the latter.

"Solution": means the SEO automation software solution called "SmartKeyword" designed, developed and published by ELO-SOLUTIONS and made available to the Client in SaaS mode.

"Bypass Solution": means the provisional curative action that allows a Fault to be remedied and the Solution to be restored to working order in accordance with its Specifications.

"Specifications" means the functionalities, reliability and capacity levels, technical norms and standards and, more generally, all the characteristics that the Solution must meet.

"User": means any natural person duly authorized by the Client to use the Solution and indicated as such to ELO-SOLUTIONS in accordance with the terms hereof.

The terms mentioned above in the singular shall also be understood in the plural and vice versa depending on the context.

2. Object

The purpose of the Contract is to define the terms and conditions:

(i) which are binding on the Customer and Users wishing to access the solution and use the Services offered therein; and

(ii) under which ELO- SOLUTIONS will provide the Services to the Client and the Users.

3. DURATION

The Contract is concluded for an initial period, the duration of which is indicated in the quote.

At the end of the Initial Period, the Parties agree that unless one of the Parties terminates the contract before the end of the Initial Period or the current Renewal Period, the contract will be renewed for successive periods of the same duration as the Initial Period.

Notwithstanding the above, it is expressly agreed that in the event that the Initial Period is longer than six (6) months, the party wishing to terminate the Contract shall

inform the other by any written means respecting a notice period of two (2) months before the end of the current contractual period. Failing this, the contract will be renewed for a duration identical to that of the Initial Period.

4. MODIFICATIONS - ADDITIONAL SERVICES

4.1 The Customer may request any modification of the Services during the course of the Agreement, without being authorised to reduce the scope thereof. Consequently, no request for modification made by the Customer may reduce the price agreed under this Agreement, even if the Customer no longer wishes to benefit from any of the Services initially ordered.

In the event that these modifications imply an increase in the price or in the time required for completion, ELO-SOLUTIONS shall prepare, as soon as possible, an estimate indicating the feasibility, the detailed, firm and definitive price as well as the time required for completion and the resulting consequences for the Contract.

ELO-SOLUTIONS shall undertake the modifications concerned only after the signature of an amendment to the Contract by the Parties.

Generally speaking, any modification of this Contract shall only be made in a written document signed by both Parties.

4.2 As long as the Contract is in force, the Client may, depending on its needs, entrust ELO-SOLUTIONS with additional services not initially provided for in the Contract and related to the purpose of the latter.

In the event that the Client wishes to entrust ELO-SOLUTIONS with additional services, the Client will send ELO-SOLUTIONS a request for a quote indicating its needs. ELO-SOLUTIONS will send the Client an estimate indicating in particular:

(i) the nature of the services offered in response to the need expressed by the Client;

(ii) the time required for completion from the date of acceptance of the quotation by the Client;

(iii) the detailed, firm and definitive price of the services concerned.

All estimates will be established free of charge by ELO-SOLUTIONS.

Before ELO-SOLUTIONS begins to provide additional services, the corresponding estimates must be accepted by the Client in the form of an order.

Once ordered, the services will be performed by ELO-SOLUTIONS in accordance with the terms of the Contract and the order in question.

5. GENERAL TERMS AND CONDITIONS OF EXECUTION

The Parties agree to cooperate closely and in good faith. If during the performance of the Services a difficulty should arise, the collaboration desired by the Parties commits them to consult each other in order to implement a suitable solution to resolve the difficulty as soon as possible, giving priority to the necessary continuity of the Services as well as maximum responsiveness. The Parties declare and acknowledge that they are and will remain throughout the duration of this Contract independent commercial and professional partners, each assuming the risks of their own operations and acting in complete independence.

6. HOW TO ACCESS THE SOLUTION

On the day of the signature of the present document, the Client will designate one or more Administrators (hereinafter called " Administrator ") from among the members of its staff, and will communicate to ELO-SOLUTIONS their full name and professional e-mail address(es).

The Administrator will be responsible for coordinating and monitoring the use of the Solution by the Users.

The Client agrees to provide ELO-SOLUTIONS with accurate, up-to-date and complete information.

The Customer acknowledges that he/she is fully responsible for keeping the passwords provided to him/her confidential.

The Client will be the legal representative of the Users and will thus be responsible to ELO-SOLUTIONS for the respect of the present terms and conditions by each of the Users having a user or administrator account.

In the event of fraudulent use of an account, the Client agrees to immediately inform ELO-SOLUTIONS of the unauthorized use of its account.

The Customer is solely responsible for the use of its account; any connection or data transmission made using the Customer's account will be deemed to have been made by the Customer and under its exclusive responsibility. It is also specified that the Customer is entirely and exclusively responsible for the use of the Solution by any third party whatsoever.

The User is solely responsible for the use of the Solution from his equipment; any connection or data transmission made using the Solution will be deemed to have been made by him and under his responsibility as well as, where applicable, under the responsibility of the Client.

The access to the Solution is done :

• from Users' terminals; and

• by means of the User's identifiers.

With the exception of maintenance periods, the User will be able to connect to the Solution at any time, namely :

• 24 hours a day,

• 7 days a week,

• including Sundays and holidays.

The Identifiers are intended to restrict access to the Solution to Users only, to protect the integrity and availability of the Solution, as well as the integrity, security, availability and confidentiality of the Customer's data.

The Identifiers are personal and confidential. They can only be changed at the request of the Client or at the initiative of ELO-SOLUTIONS, subject to informing the Client in advance.

The Customer undertakes to make every effort to keep secret the Identifiers concerning him and his Users and not to disclose them in any form whatsoever.

Generally speaking, the Customer assumes responsibility for the security of individual workstations accessing the Solution.

In case of loss or theft of one of the Identifiers, the Client will use the procedure set up and communicated by ELO-SOLUTIONS for this purpose allowing him to recover these Identifiers.

All costs relating to access to the Solution, whether hardware, software, Internet access or any user fees, shall be borne exclusively by the Client.

The Customer is solely responsible for the proper functioning of the computer and/or telephone equipment of the Users as well as their access to the Internet.

ELO-SOLUTIONS uses all reasonable means at its disposal to ensure quality access to the Solution, but is under no obligation to do so. ELO-SOLUTIONS is not in a position to guarantee the continuity of services performed remotely via the Internet, telecommunication networks or mobile Internet, which the Client acknowledges.

ELO-SOLUTIONS cannot be held responsible for any malfunction of the network or servers or any other event beyond reasonable control, which would prevent or degrade access to the Solution.

Nevertheless, ELO-SOLUTIONS undertakes to use its best efforts to provide reasonable assurance that the Client can access and use the Solution during the hours specified herein.

ELO-SOLUTIONS reserves the right to temporarily suspend or modify without notice access to all or part of the Solution, in order to ensure maintenance, or for any other reason, without the interruption giving rise to any obligation or compensation.

7. OBLIGATIONS OF ELO-SOLUTIONS

ELO-SOLUTIONS guarantees that it will provide the Services by taking the necessary precautions in accordance with the professional practices and standards applicable in the matter, in a constant, competent and professional manner and that it will act in conformity with the applicable legal provisions relating to the provision of the Services.

ELO-SOLUTIONS is committed to :

• request from the Client any information or data that it deems necessary for the provision of the Services;
• notify the Client in writing as soon as it becomes aware of any element, event or act likely to affect the proper performance of its obligations;
• Designate a person in charge who will be responsible for monitoring the proper functioning of the Services;
• to set up in due course a qualified team for the execution of the Services, whose members will remain permanently under its legal subordination. ELO-SOLUTIONS undertakes to avoid, as far as possible, changing its personnel assigned to the execution of the Services;
• the Services present all the conditions and security measures in accordance with the rules of the art in order to guarantee the confidentiality, security, integrity and conservation of the data of the Customer and the Users.

ELO-SOLUTIONS declares that it has implemented effective controls to protect against unauthorized physical and electronic access to the servers, to ensure that access to the Client's data is limited to authorized persons only, and that the Client's and Users' confidential information is protected from unauthorized use.

In any case, ELO-SOLUTIONS undertakes to ensure that the Solution and the Services present all the conditions and security measures in accordance with the rules of the art in order to guarantee the confidentiality, security, integrity and conservation of the Client's data.

In general, ELO-SOLUTIONS undertakes to take all measures and to provide all the necessary means for the execution of its obligations by taking the necessary precautions in accordance with professional practices and standards applicable in the matter, in a constant, competent and professional manner.

8. GENERAL OBLIGATIONS OF THE CUSTOMER

The Client agrees to collaborate actively and in good faith with ELO-SOLUTIONS in order to facilitate the latter's interventions, notably by (i) communicating to it, at its request, the documents, information, tools and authorizations necessary for the provision of the Services and, as soon as it becomes aware of them, all new elements likely to influence the provision of the Services, (ii) by informing, as soon as possible, of any errors or malfunctions affecting the work carried out during the execution of the Contract in order to limit the possible consequences that these errors or malfunctions could have and (iii) by proceeding, if necessary, with the validations that are incumbent upon it within the deadlines that are assigned to it or, in the absence of specific deadlines, within deadlines that do not jeopardise the fulfilment of the obligations incumbent upon ELO-SOLUTIONS

9. ACCOMMODATION

ELO-SOLUTIONS will set up a dedicated execution environment for the Client to operate the Solution and ensure its proper functioning.

In this respect, ELO-SOLUTIONS will provide the Client with :

(i) a set of materials and equipment in good working order, as well as the services needed to host the Solution and ensure its operation, such as, in particular, storage space, power supply and continuity, air conditioning, fire safety, access security, and

(ii) the interconnection between the Client's network and the network of ELO-SOLUTIONS or, if applicable, of the third party host designated by the Client and for which the Client remains jointly and severally responsible (in the case of hosting by a third party, ELO-SOLUTIONS will have to manage the connection between the network of this third party and the Client).

The services provided by ELO-SOLUTIONS do not include :

- the supply of computer, internet and telematic equipment and consumables enabling the Customer to connect to the Solution;

- electrical and Internet connection work at the Customer's premises;

- maintenance of computer and telematics equipment and more generally of products or services not specified in the Contract, with the exception of any equipment hosted by or at ELO-SOLUTIONS;

- any other services not described in the Contract.

A description of the accommodation will be provided to the Client on request.

ELO-SOLUTIONS is not able to guarantee the continuity of services performed remotely via the Internet, which the Client acknowledges and accepts.

10. MAINTENANCE - SUPPORT AND ASSISTANCE

Each time that, during the term of the Contract (or in the event of renewal, for the entire period for which the Client has subscribed to maintenance), the Client notes a fault, it may request ELO-SOLUTIONS to provide those services defined below, the purpose of which is to restore the proper functioning of the Solution.

Within the framework of support and maintenance, the Client will have access to an e-mail address of ELO-SOLUTIONS to ask ELO-SOLUTIONS questions relating to the use and operation of the Solution and/or to report any Anomaly on a continuous basis, via the Solution by messaging or by e-mail at the address admin@smartkeyword.io ;

Before any request to ELO-SOLUTIONS, the Client must proceed to the qualification of the Anomaly noted (Blocking or Non-blocking) and its degree of gravity.

ELO-SOLUTIONS will then proceed to an analysis of the Anomaly reported by the Client in order to (i) confirm the nature and the seriousness of the Anomaly, (ii) identify the origin of the Anomaly and its imputability, and (iii) determine the nature of the most appropriate response to bring to the Client to remedy it.

In the event that the analysis carried out by ELO-SOLUTIONS reveals that the Anomaly noted by the Client is attributable to ELO-SOLUTIONS, ELO-SOLUTIONS undertakes to remedy the Anomalies in such a way as to restore the Solution to a state of operation in conformity with its Specifications at the date of the Anomaly.

In the event of a Blocking Anomaly, the definitive Correction of the Anomaly or at least a Workaround must be provided to the Customer within the deadlines defined below.

Care and treatment times

Qualification and severity of the Anomaly	Time to take charge	Resolution time (*)
Blocking and critical (the Solution is unavailable)	6 working hours	12 working hours
Blocking and urgent (the use of the Solution is degraded making it partly impossible)	24 working hours	72 working hours

Limitation of Maintenance

The following are excluded from the Support and Maintenance Services:

• services related to the correction of malfunctions caused by incorrect use of the Solution by the Client and/or Users or any non-compliant use of the Solution;

• services that are not directly related to the Solution;

• modifications or additions of functionalities related to the evolution of the Customer's internal regulations or to changes in the Customer's interfaces and/or flows;

• modifications relating to a significant change in the hardware and technical configuration of the terminals on which the Solution is to be used;

• services related to the Client's failure to comply with the recommendations provided by ELO-SOLUTIONS, procedures, safety and cautionary measures, various warnings, appearing in the documentation associated with the Solution;

• if necessary, any displacement or intervention on the Customer's site;

• refusal of the Client to collaborate with ELO-SOLUTIONS in the resolution of the Anomalies and in particular to answer the questions and requests for information;

• use by Users of terminals that are atypical with regard to the standards and main equipment available on the market.

However, ELO-SOLUTIONS can take charge, if possible, of the resolution of the dysfunctions caused by the cases listed above, at the rate of ELO-SOLUTIONS in force at the date of intervention.

ELO- SOLUTIONS is not responsible for maintenance in the following cases:

• use of the Solution in a manner that does not conform to its intended purpose or documentation;

• unauthorized modification of all or part of the Solution by the Client, the User or by a third party;

• failure of the Customer and/or the User to comply with its obligations hereunder;

• implementation of any software package, software or operating system not compatible with the Solution;

• failure of electronic communication networks ;

• voluntary act of damage, malice, sabotage ;

• deterioration due to force majeure or misuse of the Solution.

11. TRAINING

Following an order from the Client, ELO-SOLUTIONS may provide the Users with their own training on the operation, management and use of the Solution.

ELO-SOLUTIONS will then draw up a training plan describing the content and administration of the training which will be sufficient to enable the Client to achieve its objectives in terms of competence and autonomy in managing and using the Solution.

12. PRICES AND FINANCIAL TERMS

 

12.1 Prices

In return for the provision of the Services and the granting of rights referred to in article 15 below, the Client shall pay ELO-SOLUTIONS the firm, fixed and non-revisable sum indicated in the quote.

12.2 Terms of payment

ELO-SOLUTIONS will send its requests for installments and invoices to the Client in accordance with the deadlines defined in the quote.

The invoices issued by ELO-SOLUTIONS are payable upon receipt by bank transfer.

Any delay in payment by the Customer may result in the application of penalties equal to 3 times the legal interest rate. In addition, in accordance with the provisions of Article L.441-10 of the Commercial Code, any delay or failure to pay by the due date shall result in the application, by operation of law, of a fixed legal indemnity of 40 euros for collection costs, in addition to the late payment penalties already applicable. In the event that the collection costs incurred by ELO-SOLUTIONS are greater than the amount of this fixed legal indemnity, ELO-SOLUTIONS will be entitled to claim directly from the Client full compensation for the costs incurred for the collection of the outstanding invoices.

In addition, if the Client fails to pay the totality of the sums due to ELO-SOLUTIONS within the contractual timeframe, ELO-SOLUTIONS will send the Client a registered letter with acknowledgement of receipt, or by any other means with a date of receipt, enjoining the Client to proceed with the payment within a period of fifteen (15) days from the receipt of the said letter. In the event that after this period, the Client has not paid the totality of the sums due in principal, interest and costs, ELO-SOLUTIONS will be able to interrupt access to the Solution and will also be authorized to terminate the present Contract, as of right, without prior notice or judicial formality, without prejudice to the right to recover the sums due and all possible damages.

13. GUARANTEE

ELO-SOLUTIONS warrants that the operation of the Solution will be as described in the applicable accompanying user documentation.

ELO-SOLUTIONS guarantees to the Client the peaceful enjoyment of the Solution and guarantees it against any eviction, and against any request from a third party alleging that the Solution provided by ELO-SOLUTIONS and used by the Client infringes its rights or engages its responsibility towards this third party in any other way.

14. LIABILITY - INSURANCE

14.1 Liability

In the event that ELO-SOLUTIONS is held liable by the Client following a breach of one of its obligations under the present contract, compensation will only apply to direct, personal, foreseeable and certain damages.

In the event that ELO-SOLUTIONS is held liable in the context of the Contract, the amount of damages awarded to the Client may not exceed, all damages combined, the amount of the sums paid by the Client to ELO-SOLUTIONS under the Contract during the last six (6) months preceding the occurrence of the damage suffered by the Client.

In addition, ELO-SOLUTIONS cannot be held responsible for any indirect damage suffered by the Client as well as for loss of profit, loss of operation or damage to the image.

ELO-SOLUTIONS will make regular backups of the Client's data for restoration purposes in case of malfunction of its data centers. However, notwithstanding the foregoing, the Client is responsible for ensuring the backup of its data that it uses as part of its use of the Solution. ELO-SOLUTIONS cannot be held responsible for the loss, alteration or destruction of the Client's data.

In the context of the provision of so-called "netlinking" services, it is expressly agreed between the Parties that, as long as ELO-SOLUTIONS is not the author and respects the indications given, if any, by the Client, any content relating to the Client, its activities, its products and services, which may be published on third party sites, cannot engage the responsibility of ELO-SOLUTIONS in any way whatsoever.

14.2 Insurance

Each Party undertakes to insure itself and to maintain in force its insurance contract with a solvent insurance company established in France, for the pecuniary consequences of its civil, professional, tort and/or contractual liability due to bodily injury, material and immaterial damage caused to the other Party and to any third party within the framework of the performance of this Contract.

The lack of insurance or the inadequacy of the amounts guaranteed does not exonerate or limit the responsibility and guarantees due by ELO-SOLUTIONS.

15. INTELLECTUAL PROPERTY

15.1 Pre-existing rights

Each of the Parties retains ownership of the software, patents, know-how, knowledge and any intellectual property rights belonging to it on the date this Agreement comes into force.

15.2 Rights to the Solution

ELO-SOLUTIONS retains all intellectual property rights attached to the Solution.

ELO-SOLUTIONS grants to the Client for the duration of the Contract a personal, non-exclusive, non-transferable and non-sublicensable license to use the Solution worldwide, in SaaS mode via a connection to an electronic communications network and in accordance with its intended purpose.

This license includes all the rights required by the Customer for the operation and use of the Solution and all the application services attached to it by the Users.

This license is granted for the sole and unique purpose of allowing Users to use the Solution in the context of their professional activity, to the exclusion of any other purpose.

Users may only use the Solution for their professional needs, to the exclusion of all others, and in accordance with its purpose and documentation.

The Client may not under any circumstances make the Solution available to a third party other than the Users and is strictly forbidden from any other use, in particular and without this list being restrictive, any adaptation, modification, translation, arrangement, distribution, decompilation without the express, written and prior agreement of ELO-SOLUTIONS.

The Client and/or the User also refrain, without obtaining the prior written authorization of ELO-SOLUTIONS, from using the Solution for promotional purposes or for marketing its products and services and, in general, from proposing products and services that remunerate it directly or indirectly.

The Customer acknowledges that he/she is fully aware of the particular risks linked to the specificities of the Internet and the networks and accepts them.

ELO-SOLUTIONS offers no guarantee that the uninterrupted operation and/or continuity of the Solution can be ensured in case of force majeure or fortuitous events as defined by the regulations in force

ELO-SOLUTIONS guarantees to the Client that the Solution does not violate any intellectual property rights or any other rights belonging to a third party.

If a court were to consider, by virtue of a decision that has become definitively enforceable, that all or part of the Solution, or any document prepared by ELO-SOLUTIONS within the framework of the Contract constitutes an infringement of intellectual property rights or any other rights belonging to a third party, ELO-SOLUTIONS shall then, at ELO-SOLUTIONS's option and to the exclusion of any other remedy for the Client, take all necessary steps to remedy the infringement:

• or obtain, at its expense and without delay, the right for the Customer and the Users to continue to use the Solution and the documents concerned;

• or substitute new elements agreed by the Client and not contested by third parties for the incriminated elements;

• or reimburse the Customer for the price received for the items concerned.

15.3 Rights to the work delivered by ELO-SOLUTIONS in the context of the execution of consulting services

Without prejudice to the stipulations of article 15.2 above, all intellectual property rights attached to the work carried out by ELO-SOLUTIONS within the framework of the consulting services ordered by the Client (including, where applicable, their source code) as well as any document, report, or analysis carried out under the terms of the Contract (hereinafter referred to as the " Work ") will be transferred exclusively to the Client, as of and subject to full payment of the sums owed to ELO-SOLUTIONS by the Client.

Under this transfer, ELO-SOLUTIONS transfers to the Client for the entire legal duration of protection of the said rights and for the entire world, all the intellectual and industrial property rights attached to the said Works, namely the rights :

(i) reproduction and use for any purpose whatsoever, by any process whatsoever, on any medium whatsoever and for any purpose whatsoever;

(ii) representation and dissemination in any way, on any medium and via any network;

(iii) adaptation, modification, correction, development, integration and transcription in any manner or form; and

(iv) exploitation, distribution and marketing in any way.

16. PROTECTION OF PERSONAL DATA

16.1. Use of personal data

The Company Elo-Solutions, responsible for processing within the meaning of the General Regulation on Data Protection n°2016/679 of 27 April 2016 (RGPD) and the Law known as "Informatique et Libertés" n°78-17 of 6 January 1978, undertakes to comply with its obligations in terms of personal data protection.

It uses Customer and User data in a responsible and confidential manner.

Personal data is information relating to a natural person who can be identified directly or indirectly, either from the information itself or by crossing several pieces of information.

A processing operation is any operation that relates to personal data, such as consultation, use, organisation, modification or deletion.

The collection, use and storage of personal data via a contact form is necessary for Elo-Solutions to respond to Customer inquiries and to provide the traffic monitoring service.

The categories of data processed are as follows:

• last name, first name, e-mail address, telephone number. This data is used for the sole purpose of informing and communicating with the Client, as well as allowing him to connect to SmartKeyword services if he is a subscriber. This data is only accessible to Elo-Solutions staff authorized to respond to contact requests.

• Google credentials. These data are collected in the process of parameter setting of the online tool (https://app.smartkeyword.io) and are used only with an aim of collecting the metrics of traffic necessary to the operation of the application. This data is encrypted, and is only accessible to the technical personnel of the Company Elo-Solution authorized to carry out actions of investigation and support.

• The data collected is kept for the time needed to process the contact request and for the contractual relationship if it is established.

• At the end of this period, the company Elo-Solutions can preserve these data in an archiving base, and this, during the legal prescription period, with the only aim of preserving its rights in the event of a possible litigation.

16.2. Rights of the Customer and Users

The Customer and the Users have the possibility to :

• Request access to their data;
• Ask for the rectification of their data;
• Request the deletion of their data;
• Ask to limit the processing of their data;
• To oppose the processing of their data;
• Define guidelines for what happens to their data after their death.

If the Customer or a User wishes to exercise these rights, the request may be sent to the following email address: admin@smartkeyword.io.

The Company Elo-Solutions will send the Client a response within one (1) month maximum from receipt of the request.

If the Customer believes that his/her data is not being processed in accordance with the applicable Regulations, a complaint may be filed with the Commission Nationale de l'Informatique et des Libertés (CNIL). This is the supervisory authority responsible for matters relating to the processing of personal data. The CNIL can be contacted at 3, Place de Fontenoy - TSA 80715 - 75334 PARIS CEDEX 07, by telephone at 01 53 73 22 22, and on its website: www.cnil.fr..

17. CONFIDENTIALITY

Each of the Parties undertakes to keep strictly confidential all information communicated to it as such by the other Party or of which it may become aware in the course of the performance of this Contract.

Each of the Parties shall therefore refrain from disclosing the aforementioned information, during the entire term of the Contract, for any reason whatsoever, except upon injunction by a Court or a government authority or unless the information in question has fallen into the public domain.

Each Party also undertakes to ensure compliance with the provisions of this Article by all its personnel concerned, for whom it shall be responsible to the other Party.

The obligation of confidentiality shall apply for the duration of the Contract and shall survive the expiration or termination of the Contract for a period of two (2) years.

18. TERMINATION

18.1 Termination for Default

In case of non-compliance by the Client and the Users with the stipulations of article 15, the Contract may be terminated in advance by ELO-SOLUTIONS.

This cancellation will take place within 15 days following receipt by the Client of a notification sent by ELO-SOLUTIONS by registered letter with acknowledgement of receipt indicating its decision to avail itself of the present clause.

Such termination shall also automatically entail the revocation of the license granted to the Customer hereunder.

Each of the Parties may also terminate the Contract, by operation of law, in the event of the other Party failing to comply with any of its essential obligations under the Contract, which has not been remedied within thirty (30) calendar days following formal notice by registered letter with acknowledgement of receipt.

This early termination shall be without prejudice to the right of the non-defaulting Party to obtain compensation for its loss under the conditions provided for in the Contract.

18.2 Consequence of the expiry or termination of the Contract

In the event of early termination of the Contract attributable to the Client, the latter shall pay to ELO-SOLUTIONS all the sums that would have been due under the Contract if it had been carried out to its term initially agreed upon by the Parties.

In the event of early termination of the Contract attributable to ELO-SOLUTIONS, the Client shall pay ELO-SOLUTIONS for the Services actually completed and for the Services in progress in proportion to their state of progress.

A financial statement will be established by ELO-SOLUTIONS within ten (10) days following the date of termination and will show, on the one hand, the amount of the sums due by the Client and, on the other hand, the sums already paid by the Client. The Party that is deemed to owe the balance must pay it by cheque or bank transfer thirty (30) calendar days after receipt of the invoice.

19. LABOUR PROTECTION

Each Party undertakes to comply with the legal and regulatory obligations concerning the payment of compulsory social security contributions for the employment of its personnel, as well as its declarations and payments to the competent tax authorities.

Each Party undertakes to comply with the legal and regulatory provisions relating to labour law and, more generally, social legislation.

Each Party expressly certifies that, for the execution of the work for which it is responsible, it will use only personnel holding employment contracts that comply with the legislation in force and, more generally, undertakes to comply, with regard to its personnel, with the provisions of Articles L. 1221-10, L. 1221-13, L. 1221-15, L. 3243-1 et seq. and L. 5221-8 of the French Labour Code.

Each Party certifies that it is not acting in violation of the provisions of the Labour Code prohibiting illegal employment and, more specifically, the use of concealed work or the employment of foreign workers without a work permit.

Each Party certifies that it is up to date with its social security declarations with regard to the collection of social security contributions, that it has filed all mandatory tax returns with the tax authorities and that the work will be carried out, where applicable, by employees that it regularly employs with regard to the provisions of the Labour Code.

20. FORCE MAJEURE

Suspension of obligations due to force majeure shall not be considered as a fault for non-performance of said obligations and shall not result in the payment of damages or penalties for late payment.

All events outside the control of the Parties and irresistible, making it impossible to perform the obligations, shall be considered as force majeure events. Such events include, but are not limited to, epidemics, pandemics, water damage, lightning, fires, floods, earthquakes, storms and insurrections, electrical network malfunctions, external telecommunication network outages, mobilization or social unrest, strikes, lockouts, and any situation that makes it impossible to access the premises, or any degradation, act of vandalism, or seizure of control of ELO-SOLUTIONS equipment by a third party that is not authorized by ELO-SOLUTIONS

21. ADVERTISING

The Client expressly authorizes ELO-SOLUTIONS to quote or include in its communication, and in particular on its Internet site, the name and brand of the Client and the nature of the services provided under the Contract.

22. NON-SOLICITATION

The Client is expressly forbidden to solicit for employment or to hire directly or indirectly any member of ELO-SOLUTIONS' staff during the entire duration of the Contract and for a period of three (3) years after its expiry for whatever reason. The Client is responsible for the application of this prohibition to the other companies of the Group to which it belongs. The Client acknowledges and accepts that the violation of this obligation is likely to cause considerable prejudice to ELO-SOLUTIONS and will be considered as a serious breach by the Client entitling it to the immediate and automatic termination of the Contract. In the event of a breach of this prohibition, the Client will be required to immediately pay ELO-SOLUTIONS, as a penalty clause, a fixed indemnity equal to twenty-four (24) months of the last gross monthly salary of the person solicited or hired, plus all costs of recruitment of a replacement.

23. ASSIGNMENT - SUBCONTRACTING

As this Contract is concluded intuitu personae, the rights and obligations resulting from it may not be assigned or transferred to any person, in any capacity or in any form whatsoever, without the express prior written consent of the other Party.

However, ELO-SOLUTIONS reserves the right to subcontract all or part of the Services, which the Client hereby accepts.

In this case, ELO-SOLUTIONS will remain solely responsible for the execution of the Services by its subcontractors.

24. MISCELLANEOUS PROVISIONS

24.1 Election of domicile. The Parties shall elect domicile at their registered offices.

24.2 Notification. Any formal notice or injunction issued under this Agreement shall be sent by registered letter with acknowledgement of receipt to the domicile of the Parties.

24.3 Amendment. No amendment may be made to the Contract other than by an amendment duly signed by the Parties.

24.4 Independence. The Parties declare and acknowledge that they are and shall remain, for the duration of this Agreement, independent business and professional partners, each bearing all costs associated with the conduct of their respective activities.

24.5 Applicable law / Jurisdiction. This Agreement is governed by French law. Any dispute arising from the interpretation or performance of the Contract shall be subject to an attempt at amicable settlement. To this end, the Parties agree to meet to settle their dispute at a meeting organised at the initiative of either of the Parties. In the absence of an amicable solution within a period of one (1) month from the date of the aforementioned meeting, all disputes to which this Contract may give rise, concerning its validity, interpretation, performance, termination, their consequences and their consequences, shall be subject to the jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal.

25. CONTRACTUAL DOCUMENTS

The Parties expressly agree that the contractual documents consist of:

(i) this document and its Preamble ;

(ii) the estimate

The contractual documents listed above constitute the entire agreement between the Parties with respect to its subject matter and supersede all prior representations, negotiations, undertakings, oral or written communications, acceptances, understandings and agreements between the Parties with respect to the same subject matter.

It is expressly stipulated that the Customer's general terms and conditions of purchase or any other similar document, issued or usually used by the Customer, are not applicable.

In the event of contradiction or discrepancy between several contractual documents, these documents shall prevail in the order in which they are listed below:

• The quote or order ;
• This document.