GENERAL TERMS AND CONDITIONS OF USE OF THE CROSSCUT PLATFORM IN SAAS MODE (“SOFTWARE AS A SERVICE”) MOSKITOS / ________ Ref: _________________ BETWEEN MOSKITOS, a French simplified limited company (“société par actions simplifiée”) with a capital of 719.649,20 euros, incorporated and registered in R.C.S of Nanterre (FRANCE) with company number 752 697 284, whose registered office is at 140 rue Victor Hugo, 92300 Levallois Perret, duly represented by Mr. Bertrand MASSON in his capacity of President, duly authorized to this effect, Hereinafter referred to as “MOSKITOS”, On the one hand, AND: _______, __________________________with a capital of ________________, incorporated and registered in ________________ with company number ____________, whose registered office is at _____________________________, duly represented by _____, in his/her capacity of _____, Hereinafter referred to as the “Client”, On the other hand, MOSKITOS and Client are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”. RECITALS MOSKITOS develops, publishes and markets notably the Crosscut platform (hereinafter the “Crosscut Platform”) in SaaS mode (“Software as a Service”), an inter-application exchange management solution for businesses. Client is a company specialised in __________. Client represents that it has familiarized with the features of the Crosscut Platform and of its standard nature, of the potentiality and the purpose of the Service proposed by MOSKITOS as defined hereafter, and has ensured that it meets its needs. In particular, Client represents that it has received all necessary information and advice from MOSKITOS to appreciate MOSKITOS’ business proposal, and notably that it had the opportunity to request a detailed presentation of the Service from MOSKITOS. In addition, Client has familiarized with MOSKITOS’ contractual terms and conditions, which have formed - with the abovementioned business proposal - the basis of the discussions between the Parties relating to the Agreement. Client expressly acknowledges that the success of the Service relies on the implementation, from Client, of internal procedures and on the motivation and the skills of its personnel, necessary for the access and use of the Service. THEREFORE, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1 DEFINITIONS The following terms, wherever used herein, have the following meaning, irrespective of whether they are in the singular or in the plural: “Administrator”: the User, appointed by Client and entitled to create and manage the Connection Data for other Users thanks to the Connection Data transmitted by MOSKITOS. “Additional Module”: any module of the Platform in executable object code, presented as a specific module in the applicable MOSKITOS’ price list; Additional Modules being excluded from the Upgrade Maintenance. “Agreement”: all the contractual documents as stated in article 3 of the Agreement. “Business Days”: from Monday to Friday, excluding French public holidays. “Business Hours”: unless otherwise stipulated, the Business Days, from 9:00 AM to 6:00 PM (Paris time). “Client Configuration”: the technical prerequisites at the Date of Entry Into Force which correspond to Client’s computer equipment (computer hardware, operating system, databases, third-party software, subscription to an Internet access service), required for the functioning of the Platform, and more generally the provision of the Service, of which Client acknowledges having been informed, as defined in annex 1, and any evolution thereof throughout the term of the Agreement. “Connected Application”: the functioning modules of the applications(s) for which Client holds the intellectual property rights or lawfully acquired the rights of use and from which Client warrants he is authorized to connect them to the Crosscut Platform. Unless otherwise provided under the financial conditions in annex 3, a connected functioning module is a Connected Application. “Connected Services”: third-parties’ standard “online” services, which Client subscribed regularly to and for which Client warrants that it owns the rights required for connecting them to the Crosscut Platform, as defined in annex 3. “Connection Data”: the login and password, which correspond to each User, which allow access to the Service. “Content”: all types of information, texts, files, images, graphics, illustrations, audio, video, photographs as well as other type of contents, in any type of format, provided by Client and/or Users as part of the use of the Service. “Corrective Maintenance”: the technical support associated to the Platform under the Service. “Crosscut Platform” / “Platform”: the modules of the standard Crosscut platform containing the “development” Platform and the “production” Platform, in English language, selected by Client and defined in annex 1, in executable object code and in the Current Version, the Documentation, the Updates and the New Versions made available to Client under the Service, and exclusive property of MOSKITOS. The functionalities of all the modules of the Crosscut Platform are described in annex 1. Subject to their specific applicable stipulations provided in the Agreement, “Crosscut Platform” include Third-Party Software. “Current Version”: the most recent version of the Platform. “Data”: all “incoming” data (information, Content) collected and/or produced by the Connected Applications and/or Connected Services within framework of the use of the Service, including Personal Data. “Date of Entry Into Force”:. “Development License” or “Non-Production License”: the license granted to Client under the Agreement, for the sole purposes of development and configuration. “Documentation”: the description of the Platform and its instructions of use made available and provided, if applicable, in English version, on any media at MOSKITOS’ discretion. “Error”: any malfunction of the Platform which is reproducible and documented by Client. “Blocking Error”: any Error making any use of the Platform impossible. “Major Error”: any Error which prevents the use of a part of the Platform’s essential functionalities; partial use of the Platform remaining otherwise possible. “Minor Error”: any Error which is neither Blocking nor Major. “Flow”: the exchange link between a Connected Application and the other Connected Applications of Client, transiting through the Platform. “Hosting”: the hosting of the Platform and Data on the Infrastructure, which includes the maintenance of the Infrastructure. “Infrastructure”: the IT equipment (hardware and/or software) on which the Platform is installed, property of MOSKITOS and/or over which MOSKITOS has the rights necessary for the operation of the Platform. The Infrastructure is located at the address of choice of MOSKITOS, inside the European Union. “Intellectual Property Rights”: all intellectual property rights, whether or not registered and all applications, renewals and extensions of the same including, without limitation, author’s rights, copyright, software rights, database rights, patents, rights in know-how, trademarks, trade names, design rights, trade secrets and any other similar rights existing and/or future - whether or not registered - anywhere in the world. “Laws and Regulations on Data Protection”: the laws and regulations applicable in the European Union, European Economic Area and their Member States, relating to the processing of the Personal Data, notably the Act n°78-17 of 6 January 1978 on information technology, data files and civil liberties in its applicable version (the “Data Protection Act”) and the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (the “GDPR”). “Licenses”: collectively and indissociably, the Development License and the Production License. “Maintenance”: the Corrective Maintenance and the Upgrade Maintenance. “Malicious Code”: viruses, time bombs, Trojan horses and other harmful and malicious code, files, scripts, agents or programs. “New Version”: a new version of the Platform edited by MOSKITOS, containing one or several Update(s), excluding any Additional Module. “Party” / “Parties”: individually MOSKITOS or Client, collectively MOSKITOS and Client. “Personal Data” any information referring to, directly or indirectly, an identified or identifiable natural person. “Production License”: the license granted to Client under the Agreement, allowing for the use of the Crosscut Platform in production mode, to the extent permitted by the Agreement. “Scope”: the scope of the Service subscribed by Client, depending on the Licence concerned, and in particular with respect to the Production Licence, in terms of capacity of the Crosscut Platform and relevant metrics; the Scope at the Service Opening being defined in annex 3. “Service” / “Crosscut Service”: the provision to Client of the Platform in SaaS mode (i.e. hosted on the Infrastructure) under the Licenses, which includes (i) the remote and online access by Client to the Platform for the Term and the Scope of each applicable License, (ii) the Hosting and (iii) the Maintenance, in accordance with the terms of the Agreement. “Service Level Agreement” / “SLA”: the service level arrangements of MOSKITOS within the framework of the Service, as defined in annex 2. “Service Opening”: the date of accessibility to the Service under the Licenses, as indicated by MOSKITOS to Client in accordance with article 6. “Term”: the term for which the Service is granted, i.e. the initial term of the subscription to the Service as defined in annex 3, which shall not be lower than one (1) year, and any renewal period in accordance with the Agreement. “Territory of Use”: the territory as defined in annex 3. “Third-Party Software”: the third parties’ standard computer programs, proprietary or open source, included in the Platform and listed in the Documentation. “Updates”: the updates of the Platform, excluding Additional Modules, provided to the Users under the Service as they become available, which contain Error corrections and/or minor functional and/or technical enhancements to the Platform with respect to the existing functionalities. “Upgrade Maintenance”: the access to the Updates under the Service. “User”: any authorized individual appointed by Client and placed under its responsibility - agents, subcontractors, partners - in order to access and use the Service in strict accordance with the terms and conditions of the Agreement, holder of the Connection Data; the number of authorized Users for each type of License being defined, when applicable, in annex 3. ARTICLE 2: PURPOSE The Agreement defines the terms and conditions under which MOSKITOS grants Client, which accepts, the personal, non-exclusive and non-transferrable right to access and use the Service within the Scope, the Territory of Use and for the Term, for its sole internal needs, in consideration for the full payment of the corresponding amounts due by Client to MOSKITOS. The Service does not include any implementation service by MOSKITOS; such service being, where required, subject to a separate contract. ARTICLE 3: CONTRACTUAL DOCUMENTATION; ENTIRE AGREEMENT The Agreement includes, by decreasing order of priority: - the present document; - its annexes: o annex 1: Description of the Client Configuration and of the Platform; o annex 2: Service Level Agreement (“SLA”); o annex 3: Financial conditions; o annex 4: Personal Data Processing. In case of conflict or inconsistency between several provisions of any contractual documents listed above, the first-listed shall prevail. In case of conflict between several versions of the same contractual document, the most recent version shall prevail, subject to its written approval by both Parties. The fact that a provision from a lower rank is not included in a document of higher rank does not mean that there is a conflict or inconsistency between such documents. The Agreement constitutes the entire agreement between the Parties. It cancels and replaces all prior or simultaneous agreements and understandings, whether oral or written, relating to the subject matter of this Agreement. It supersedes any of Client’s general terms and conditions of purchase, if any. This Agreement will not be modified or amended except in writing, signed by a duly authorized representative of each Party. ARTICLE 4: PREREQUISITES Client declares that it has the means, skills and internal procedures which are necessary to the use of the Service on the one hand, and the technical environment in accordance with the Client Configuration at the Date of Entry Into Force on the other hand. It is expressly understood that MOSKITOS may cause the Client Configuration to evolve, notably as a result of the evolution of the Service and in particular the Crosscut Platform. MOSKITOS shall inform Client of the upgrades to the Client Configuration by any means and where possible, at least thirty (30) days in advance. Client acknowledges that it is responsible for the purchase of the Client Configuration and maintenance (technical support and products’ upgrades) and, in general, for any evolution of the Client Configuration. In this respect, subscription to the Service does not include subscription to the services of an Internet service provider, which Client must subscribe to separately and at its own expense. Moreover, Client acknowledges and agrees that it is responsible of ensuring it has an adequately dimensioned bandwidth and network access to use the Service, in accordance with the prerequisites provided by MOSKITOS. In addition to the antivirus already included on the Infrastructure, Client shall also take all appropriate measures in order to protect its systems, network and data and/or software from the contamination by viruses which may circulate through the website of MOSKITOS and/or the data provided during the connection to the Service. Client acknowledges that any technical environment which does not comply with the Client Configuration may alter the quality of the Service or even lead to its malfunctioning, for which MOSKITOS shall in no event be liable. ARTICLE 5: PRIMARY CONTACTS OF THE PARTIES Each Party shall appoint in writing one (1) primary contact amongst its employees who shall have the necessary availability, technical competence and responsibility in order to communicate efficiently with the other Party in the context of the performance of the Agreement, and inform, in advance, the other Party in writing, in the event of any replacement of any of such primary contact. ARTICLE 6: ACCESSIBILITY OF THE SERVICE; SERVICE OPENING Client communicates the email address of the Administrator to MOSKITOS, which then creates an “Administrator account” and informs Client by email at the address specified in annex 3 of the accessibility of the Service. Accessibility of the Service means the possibility for the Administrator to access the Platform through the Client Configuration. ARTICLE 7: PERFORMANCE OF THE SERVICES 7.1 Connection Client, through the Administrator, is responsible for the creation of the Users’ Connection Data for their attribution to the Users and of the use that is made of them. The Users shall identify themselves to use the Service with their personal Connection Data, specific to each User. Client shall take all appropriate measures to control the access and use of the Service. Client shall also implement a Connection Data management policy, for passwords in particular, to ensure they remain secret, difficult to guess and personal to each User. In addition, Client shall ensure the passwords contain at least eight (8) characters including numbers, letters and special characters and shall be renewed every three (3) months by the Users,; it being agreed that at the first use of the Service, the User shall modify the password allocated automatically, and that when renewing its password, the User shall select a different password than the last three (3) preceding ones. Any access to the Platform with the Connection Data is deemed made by Client itself or any of its Users. It is expressly agreed that the use of the Connection Data shall be considered as evidence of the use by Client of the resources made available by MOSKITOS. In the event of loss or theft of any Connection Data, Client shall inform without delay MOSKITOS by email, which will start the emergency suspension procedure which deactivates the Connection Data of the corresponding User(s). The recovery of the rights of access shall require from Client an explicit request to MOSKITOS by registered letter with acknowledgement of receipt, and shall be invoiced to Client in accordance with the rate then in effect. Generally, Client shall inform MOSKITOS without delay of any observed or suspected security incident. 7.2 Hosting of the Crosscut Platform MOSKITOS shall ensure - directly or through a sub-processor - the Hosting of the Platform for the Term. MOSKITOS warrants an availability rate of the Platform in accordance with the Service Level Agreement as defined in annex 2, and is responsible of the confidentiality and security of Data in accordance with article 13. ARTICLE 8: RIGHTS GRANTED ON THE PLATFORM UNDER THE LICENCES 8.1 Rights granted Under the Agreement, MOSKITOS grants Client a non-exclusive, personal and non-transferrable right of use and access to the Platform, for its sole internal use and in accordance with the terms and conditions of the Agreement, in particular within the limit of the Scope for the applicable License, the Territory of Use and for the Term. “Use” means the right to access and use the Platform as part of the Service in order to perform Client’s own operations, in accordance with the specifications of the Documentation and the terms of the Agreement, in particular with respect to each type of License. In particular, Client acknowledges and agrees that under the Development License, any use of the Crosscut Platform for production purposes is strictly prohibited; the use of the Platform being then strictly limited to the implementation of settings and/or developments, under Client’s sole risks and responsibility. Client acknowledges and agrees that the Users shall be qualified and have undergone an appropriate training relating to the use of the Service. Any right which is not expressly granted to Client under the Agreement is excluded. In particular, and unless otherwise provided in the Agreement, Client shall not: (i) sell, rent, sublicense, make available or otherwise transfer and/or share the rights pertaining to the Platform - whether in whole or in part - including free of charge, by any means whatsoever; (ii) allow a third party other than a User to access and use the Platform; (iii) copy, modify, translate in whole or in part any content of the Solution or create derivative products based on the Platform, reverse-engineer, decompile, disassemble, recreate the Platform in whole or in part, or attempt to or enable third parties to perform such acts, except as otherwise permitted by applicable law; (iv) disclose any benchmark or performance tests of the Service, in particular the Platform, without MOSKITOS’ prior written consent; (v) access the Service to build or market a similar product of the Platform or a competitive service of the Service, or copy any features, functions or graphics of the Platform; (vi) use the Platform in order to store or transmit Malicious Code and/or infringing, libelous, or otherwise unlawful or tortious material, and generally; (vii) use the Platform otherwise than as part of the Service, and/or for any processing or outside the Scope, non-expressly authorized by MOSKITOS. Generally, Client shall not use the Service in contravention of any applicable laws and/or regulations, including without limitation, as part of activities whose purpose or content would (i) promote the commission of any infraction, crime or felony, (ii) promote information that are false or misleading, (iii) infringe any third party’s privacy, confidentiality of correspondence and/or the Personal Data. It is expressly agreed that Client shall inform Users of the terms and conditions of use of the Service and be responsible for the acceptance and the compliance by Users with the terms and conditions of the Agreement. 8.2 Third-Party Software The Platform may include one or more library/libraries, file(s) or other item(s) (including Third-Party Software) which purpose(s) is to facilitate the use of the Platform. MOSKITOS grants Client the right to use such libraries, files and items on the same basis as the rights granted to MOSKITOS by its licensors, provided that Client complies with the terms and conditions of the Agreement or, if any, any related specific terms and conditions of such elements as defined in the Documentation. In particular, Client acknowledges that the Platform uses open source components defined, with the applicable licenses of use and when applicable if the contract prescribes it, the corresponding licence agreement, in the Documentation. Notwithstanding the provisions of articles 14.3 and 19.2, it is expressly agreed that Third-Party Software contained within the Platform are provided “as is”, without any warranty of any kind, and in particular without non-infringement warranty, and MOSKITOS shall in no event be held liable for any damage caused to Client and/or a third-party, resulting directly or indirectly from the use of Third-Party Software. ARTICLE 9: EXTENSION OF SCOPE Client may extend the Scope subject to the price conditions as defined in annex 3 or failing that, to the applicable price conditions; it being specified that such extension of the Scope shall be subject to a separate purchase order. ARTICLE 10: QUALITY AND AVAILABILITY OF THE SERVICE MOSKITOS shall take the appropriate measures to ensure, with regards to the current state of technology and its know-how, the uninterrupted provision of the Service in accordance with annex 2, which notably defines the availability rate of the Service, the intervention and recovery timeframe of the Service; it being specified that annex 2 takes effect at the Service Opening, as defined in article 6 above. In all events, any connection to the Service shall be considered as evidence of its availability. MOSKITOS may suspend partially or fully the provision of the Service without any indemnification and prejudice to the amount due under the Agreement - in the event MOSKITOS is aware of a risk for the use of the Service, its proper functioning, its security, the non-compliance to the applicable legal provisions and/or in case of technical intervention and/or maintenance by MOSKITOS, in accordance with the Service Level Agreement in annex 2. It is expressly agreed that the suspension of the Service in the abovementioned cases shall in no event constitute a breach of its contractual obligations by MOSKITOS under the Agreement. ARTICLE 11: MAINTENANCE OF THE CROSSCUT PLATFORM 11.1 Corrective Maintenance Corrective Maintenance consists in the correction of Errors and in the telephone helpline in case of malfunctions caused by Errors encountered while using the Platform. The Corrective Maintenance is provided via email and/or a “ticketing” system. The primary contact appointed in annex 3 shall be Client’s sole authorized contact for the Corrective Maintenance. Such primary contact shall inform MOSKITOS of the Errors encountered in accordance with the template or Error report provided by MOSKITOS. MOSKITOS’ undertakings under the Corrective Maintenance are defined in the Service Level Agreement in annex 2; it being agreed that MOSKITOS is bound by an obligation of means under the Corrective Maintenance. It is expressly agreed that the Corrective Maintenance shall in no event replace the training of Users, which is subject to separate services. 11.2 Upgrade Maintenance Upgrade Maintenance consists in the automatic provision of Updates and New Versions of the Platform to Client, as they become available. Notwithstanding the provisions of article 10, Upgrade Maintenance is provided by Client under the Development License. The Service does not include training services on the Updates and/or New Versions and/or implementation services for the Service. ARTICLE 12: EVOLUTION OF THE SERVICE Client acknowledges and agrees that MOSKITOS may change the characteristics of the Service, notably depending on (i) the evolution of applicable rules and regulations and/or (ii) evolutions of the Client Configuration and/or (iii) for improving the Service and/or to reflect technological and/or practices changes of the industry. Such modifications may include, without limitation, the modification of technical means, notably with respect to hosting, subject to the compliance with the Service Level Agreement defined, if applicable, in annex 2. In the event that such changes impact the price of the Service, MOSKITOS shall notify in writing Client upon a notice period one (1) month. If, at the expiration of such notice period, Client did not expressly refused the new price for the Service, it shall apply prorate temporis for the ongoing contractual period, on the month following the corresponding notification by MOSKITOS. In case of refusal by Client of the new price, by registered letter with acknowledgement of receipt within the abovementioned one-month period, the Service provided to Client shall be terminated at the end of the ongoing contractual period, or, if required by the applicable rules or regulations, at its date of entry into force, without indemnification of any kind for Client. ARTICLE 13: DATA, PERSONAL DATA 13.1 Data Data remain the exclusive property of Client and/or Users. MOSKITOS shall be considered only as the depositary and shall not be held liable for the content and the control of Data and any other information which transit or processed on the architecture used by Client, which are under the entire responsibility of Client and/or Users. In particular, MOSKITOS shall not warrant or control Data, and/or shall not be responsible in the event that Data are not accurate or not comply with the applicable laws and regulations and/or public order. MOSKITOS acknowledges that Data stored on the Infrastructure are strictly confidential; it being specified that MOSKITOS stores Data only for the term set by User, apart from the Platform’s logs, which Client has access to during the term set by Client and stated in annex 3. Unless otherwise stated in the Agreement, MOSKITOS may transfer Data from a hosting site to another hosting site within the European Union and in accordance with the Service Level Agreement. Client shall provide - under its sole and entire responsibility - faithful data and in compliance with applicable laws and rules and shall not include or transfer any illegal data and/or that may harm third party rights, notably intellectual property rights. Client shall defend MOSKITOS at its own expense, against any claim relating to Data and other information provided by Client and shall bear any indemnification - if any - for damages that may have been suffered by MOSKITOS. 13.2 Personal Data The terms and conditions related to the processing of Personal Data under the Service are defined in annex 4. ARTICLE 14: INTELLECTUAL PROPERTY 14.1 MOSKITOS and/or its licensors hold and shall retain any and all Intellectual Property Rights relating to the Crosscut Platform and more generally the Service. Client is not granted any Intellectual Property Rights on the Platform and/or any other rights than the rights of use expressly granted under the Agreement. Any total or partial reproduction of the Documentation shall be limited to the rights expressly granted under the Agreement, and at the sole condition that Client maintains intact all the copyright, trademark and other proprietary notices, such reproduction being subject to the Agreement and remaining the exclusive property of MOSKITOS and/or its licensors. All Intellectual Property Rights resulting - when applicable - to the Maintenance and/or any of any additional services, in particular in case of development of specific functionalities and/or suggestions and/or resulting from improvement requests of the Platform by Client shall remain MOSKITOS’ exclusive property. In addition, MOSKITOS shall retain all the rights relating to the tools, methods, and/or know-how used or produced under the Agreement. 14.2 MOSKITOS declares that it holds all rights necessary to grant Client the rights subject to the Agreement. MOSKITOS shall defend Client, at MOSKITOS’ own expense, against any third-party claim that the use of the Platform infringe the author’s rights of a third party, provided that Client: (i) notifies MOSKITOS in writing of any such claim as soon as it occurs, (ii) does not commit any act susceptible to prevent MOSKITOS from defend against or negotiate the claim, (iii) enabled MOSKITOS to have sole control over the defence and any negotiation of a settlement of such claim, and (iv) actively cooperated with MOSKITOS in good faith by providing all information and assistance necessary in this respect. In the event of any such claim, threat of action or action filed against Client in connection with the use of the Platform or if MOSKITOS deems it likely to happen, Client agrees that MOSKITOS will - at its sole option and own expenses - obtain for Client the right to continue the use of the Platform, or modify/replace or modify the infringing component of the Platform, in order to put a stop to such infringement. In the event that MOSKITOS considers that such measures cannot be reasonably implemented, MOSKITOS reserves the right to terminate the Agreement with immediate effects and without any formality. 14.3 In addition, MOSKITOS will indemnify Client for any damages which Client may be ordered to pay by a court of competent jurisdiction in connection with authors’ rights infringement by the Platform, as soon as such decision has become final and enforceable. 14.4 In any case, MOSKITOS shall have no liability when the alleged infringement is based on the non-compliant use of the Platform to the Documentation, the Agreement, and/or MOSKITOS’ instructions, and more generally of any use of the Platform not expressly authorised by MOSKITOS. Similarly, MOSKITOS shall have no liability if the claim is based on settings and/or developments performed by Client and/or by a third party despite contrary advice from MOSKITOS. 14.5 Client retains all intellectual property rights on the settings of the Platform and of the developments provided under the Agreement, except for the Intellectual Property Rights relating to the Crosscut Platform and/or any of its components, which shall remain the exclusive property of MOSKITOS and/or its licensors. 14.6 Client warrants that it owns the necessary rights for concluding the Agreement and use the Service, in particular regarding the Connected Applications and the Connected Services, and that the corresponding contracts concluded with its licensors and service providers authorise Client to connect such applications and/or services to the Platform. In addition, Client warrants that the settings and developments of the Platform performed under the Agreement shall not infringe third-parties’ intellectual property rights. Failing that, Client shall bear all the consequences thereof and guarantee MOSKITOS and/or its licensors against all claims, upon the first request, including attorneys’ fees, relating to any breach of the Agreement by Client (in particular those relating to Data, Content and/or Connected Applications and/or Connected Services, settings of the Platform and/or to the developments performed by Client and/or a third-party), or negligence and/or deliberate action of Client and/or violation of the Intellectual Property Rights and/or rights relating to the personality of third parties, privacy in particular. ARTICLE 15: CONFIDENTIALITY 15.1 Confidential Information The Parties agree the following information is strictly confidential: the Agreement, its potential amendments, and any document, data and/or information or knowledge, regardless of its format, its nature (commercial, technical, financial etc.) or its medium, they may receive from the other Party in the context of the Agreement (the “Confidential Information”). Confidential Information does not include information, documents and/or tools which: (i) was part of the public domain at the time of their disclosure or become part of the public domain without any breach to the provisions of this article; (ii) result from independent development by one of the Parties and without using the Confidential Information of the disclosing Party; (iii) has been disclosed to the receiving Party by the disclosing Party without warning of its confidential nature; (iv) is required to be disclosed by applicable law or judicial or administrative Court order. In such event, the receiving Party shall use reasonable means to obtain a confidential processing of such information and previously notify the other Party in order to allow such Party to find any protective means. 15.2 Non-disclosure The Parties shall only communicate the Confidential Information of the other Party to the persons with a need-to-know, who agree to be bound by the provisions of non-disclosure at least as restrictive as the present article, and for the exclusive purposes of such Party exercising its rights or performing its obligations under the Agreement. In general, each Party shall take all measures towards its personnel, agents and services providers, necessary to ensure the secrecy, the confidentiality of all information and documents exchanged between the Parties for the Term and after termination or expiration of the Agreement for any reason whatsoever, notably by making them sign adequate confidentiality agreements. The obligations of confidentiality of the present article shall apply retroactively to all Confidential Information disclosed by the Parties during the negotiation period of the Agreement, and shall continue for the entire term of the Agreement and for three (3) years following its expiration or termination for any reason whatsoever, subject to Confidential Information related to Data and to MOSKITOS’ Intellectual Property Rights, for which the non-disclosure obligation shall remain in force for the duration of their protection. 15.3 Return of the Confidential Information Upon termination or expiration of the Agreement for any reason whatsoever, and subject to the provisions specific to Data, each Party having received Confidential Information by the other Party, shall return it without delay and in all events no later than fifteen (15) Business Days, or destroy all copies of Confidential Information under its direct or indirect control, and provide the other Party written certification of destruction. ARTICLE 16: REFERENCE Notwithstanding the provisions of article 15, Client expressly agrees that MOSKITOS, and/or its affiliates if applicable, use Client’s name and logo as a business reference. Client may be cited by MOSKITOS in a press release regarding the use of the Service, provided Client gave its prior approval before its publication, without it causing however unjustified delay. ARTICLE 17: FINANCIAL CONDITIONS 17.1 Price In consideration for the Service provided by MOSKITOS under the Agreement, Client shall pay MOSKITOS the amounts due for the Service, in accordance with the price conditions as defined in annex 3. Any subscription to the Service is concluded for the Term, the Territory of Use and the Scope as defined in the Agreement, which are firm and irrevocable. The costs of the telecommunications relating to the use of the Service are supported by Client. Any price referred to under the Agreement are stated exclusive of taxes (including VAT) and will be increased by any tax under applicable legislations. By express agreement, any contractual period stated is due in its entirety. Client’s engagement to pay the amounts due under the Agreement is firm and irrevocable. Payments due and/or made to MOSKITOS under the Agreement shall be definitely due and/or kept by MOSKITOS, unless otherwise stated in the Agreement. 17.2 Payment terms Unless otherwise specified in annex 3, invoices emitted by MOSKITOS for the Service are payable annually in euros in advance. Any payment by compensation is excluded. Any rules or internal procedures of processing orders by Client shall not be binding to MOSKITOS. Any invoice not contested within the five (5) following Business Days of its receipt by Client shall be considered accept without reservation by Client. 17.3 Adjustments; extension of the Service If the metrics defined in annex 3 which are subject to annual invoicing in arrears are exceeded, an additional invoicing shall be issued in the event of an evolution of the Service as defined in article 12 and/or extension of the Crosscut Service as defined in article 9 under a separate purchase order, on the basis of the applicable price conditions in annex 3 or, failing that, on the basis of applicable prices on a prorated basis for the remainder of the then current contractual period. Adjustments and amounts relating to the evolution and/or the extension of the Service under this article shall be considered for the calculation of the annual fees due for the year n+1. 17.4 Late payments Any amount not paid when due by Client shall bear, after notification by registered letter with acknowledgment of receipt, an interest at a rate of three (3) times the legal interest late as from the first day of delay, without notice, and a flat rate payment of forty (40) Euros for collection costs in accordance with article L.441-6 of the French Code de commerce, without prejudice of other rights which MOSKITOS may be entitled to. In addition, MOSKITOS may, at its sole discretion, suspend the performance of the Service, in case of late payment by Client, in the event that such sums remain unpaid five (5) Business Days after formal notice by registered letter with acknowledgement of receipt, until payment of the relevant invoice with any applicable payment penalties, without prejudice to MOSKITOS being entitled to terminate the Agreement pursuant to the provisions of article 27.1, and to any damages and indemnification that MOSKITOS could be entitled to. Such suspension of the Service shall not constitute a breach of its obligations by MOSKITOS, and Client shall bear all the consequences of such suspension, including costs for restoring the Service. 17.5 Price revision For the periods following the initial contractual period and under identical Scope, subject to the provisions of article 17.3, the fees for the Service will be automatically revised on each anniversary date of the Agreement, based on a percentage that shall not be higher than a three percent (3%) increase of the net amount of the Services invoiced under the previous yearly period, without prejudice of any regularization and/or extension of the Service, as defined in article 17.3. 17.6 Expenses The fees for the Service do not include out-of-pocket expenses relating to travel, and similar expenses in connection with the performance of the Agreement. Such expenses shall be invoiced at their effective costs, upon presentation of the relevant receipts. ARTICLE 18: AUDIT MOSKITOS shall inform Client, with a five (5) Business Days prior notice, that it intends to audit Client’s books and/or premises, to assess that Client’s use of the Service, and of the Platform in particular, is compliant with the terms of the Agreement. Such audit shall be conducted by MOSKITOS or any third-party of its choice, during Client’s normal working hours, and will not interfere unreasonably with Client’s business activity; Client shall cooperate in good faith with MOSKITOS or any auditor appointed by MOSKITOS. If an audit reveals that any amount is due to MOSKITOS, Client shall immediately take the measures necessary to pay the full corresponding amount, it being understood that in such event, Client shall bear all audit costs, without prejudice to any damages that MOSKITOS might claim. ARTICLE 19: REPRESENTATIONS AND WARRANTIES 19.1 Mutual representations and warranties 19.1.1 Each Party represents that the conclusion and the performance of the Agreement shall not infringe the terms of any agreement concluded by a Party with a third party, and not harm third party intellectual property rights and/or rights relating to the personality of such third party. In addition, each Party shall obtain all legal and administrative authorizations required in connection with the performance of the Agreement. 19.1.2 The Parties shall perform their obligations in good faith. The Parties represent that, to their knowledge, they do not own any element that would affect the consent of the other Party if it has been provided. 19.2 Representations and warranties of MOSKITOS MOSKITOS represents and warrants that (i) the Platform shall perform in all material respects the essential functions described in the Documentation, when used normally as part the Service and in compliance with the Client Configuration, and that (ii) it shall maintain appropriate administrative and technical safeguards in relation with the state of art, for protection of the security, integrity and confidentiality of Data as part of the performance of the Agreement. MOSKITOS does not warrant that (i) the functionalities contained in the Platform will meet Client’s needs, or (ii) the performance of the Service will be uninterrupted or free from bugs, errors or any other defect, and/or (iii) the results obtained from the use of the Service. Except as expressly provided herein and to the maximum extent permitted by applicable law, MOSKITOS makes no warranty of any kind, whether express, implied, statutory or otherwise. 19.3 Client’s representations Client declares that it has good knowledge of the internet, its characteristics and its limits. In particular, Client acknowledges that (i) the technical reliability of the transmission of data through the Internet is relative, since they circulate on heterogeneous networks whose characteristics and technical capacities are diverse which are - from time to time - overloaded and/or may be subject to dysfunctions when using the Platform; (ii) since Users have access to the Platform, the Service may, despite MOSKITOS’ security measures, be subject to unauthorized third parties’ intrusions, and thus, be corrupted; (iii) data communicated through the internet, notwithstanding the existing protection means implemented by MOSKITOS, may be subject to possible rerouting; consequently the communication of Data and generally, any information, is made at Client’s own risks and under its sole responsibility. ARTICLE 20: LIABILITY 20.1 MOSKITOS’ liability MOSKITOS shall make all reasonable efforts to perform its obligations under the Agreement. MOSKITOS shall only be liable for direct, certain and foreseeable damages caused by MOSKITOS, its personnel or any third party which assists MOSKITOS. Under no circumstances, shall MOSKITOS be held liable for any damages caused by a third party, any indirect and/or unforeseeable damages, and notably any loss of exploitation, commercial prejudice, loss of clientele, orders, benefits, sales revenue, loss of goodwill or reputation, loss or damage to the data, costs relating to the time spent by Client’s employees or providers to subscribe a third substitute service/solution suffered by Client, its Users and/or a third party even if MOSKITOS has been notified of any such damages. Except in case of infringement of third-party intellectual property, any claim against Client by a third party shall be considered as an indirect damage for which MOSKITOS is not liable. In addition, under no circumstances, shall MOSKITOS be held liable in case of fault, negligence, omission or failure of Client notably in case of provision of incorrect information and/or in an event of force majeure. In the event that the liability of MOSKITOS is recognized, MOSKITOS’ aggregate liability - for all types of causes and damages whatsoever, for any form of proceeding(s) by Client against MOSKITOS whatsoever, throughout a same yearly period - shall not exceed (i) the amount paid by Client relating to the Service under the Development License if such services are at the origin of the damage, and/or (ii) the amount paid by Client relating to the Service under the current yearly period for the Production License if such services are at the origin of the damage,, and whatever the nature, cause and procedures of the action(s) engaged against MOSKITOS. Client acknowledges that the disclaimers, exclusions and limitations of liability set forth in the Agreement reflect the allocation of risks under the Agreement and the economic balance required by the Parties on the one hand, and that, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different on the other hand, and that they shall remain applicable even in the event of rescission or termination of the Agreement. It is expressly agreed that, in any event, any claims for damages against MOSKITOS and/or its affiliates arising in connection with the Agreement will be time-barred twelve (12) months after the event that generated the claim. 20.2 Client’s liability Client shall be solely responsible for: - the choice of the Service, its use and its results, and the compliance with the terms of the Agreement by Users; - the protection of the confidentiality of the Access Data, and notably their loss or misuse; - the Client Configuration and its required evolutions; - Data which transit by the Service; - the settings and developments realised by Client and/or a third-party (including Users); - the operation of its internal network and its own computer equipment, the Connected Applications, the Connected Services, the Contents introduced in the Platform, and generally, any damages resulting from an unauthorized or non-compliant use of the Service and/or any incorrect or incomplete information provided by Client to MOSKITOS. ARTICLE 21: INSURANCE The Parties certify that they have taken out a professional liability insurance policy which covers any and all activities related to the Agreement. The Parties declare that such insurance policies were taken out in well-known and solvent insurance companies established in France, that the premium are duly paid, and agree to (i) pay all the corresponding premiums for the duration of the Agreement and (ii) provide - upon request - the other Party with one (1) copy of the certificate from the insurance company, which specifies the nature of the risks covered and the premium payments. ARTICLE 22: FORCE MAJEURE Neither Party shall be liable to the other Party for any delay or failure to perform its obligations under the Agreement due to an event of force majeure as defined under article 1218 of the French Code civil. As soon as one Party has knowledge of the occurrence of an event of force majeure, it shall notify the other Party by registered letter with acknowledgment of receipt within four (4) Business Days, with the necessary deadline extensions for the execution of its obligations under the Agreement. The occurrence of an event of force majeure shall first suspend, as of right, the execution of the Agreement, excluding Client’s payment obligation which remains fully applicable as well as the obligation to take every measure reasonably necessary to limits the impact of the force majeure event. As soon as the impediment consequences due to the event of force majeure stops, the said obligations shall continue for the rest of the term of the Agreement extended by the duration of suspension. However, if the event of force majeure prevented the execution of the Agreement for longer than forty-five (45) days, either Party may terminate the Agreement without giving notice or liability, by registered letter with acknowledgment of receipt. If the impediment is permanent, the Agreement shall be terminated as of right and the Parties shall be released from their obligations, pursuant to articles 1351 and 1351-1 of the French Code civil. ARTICLE 23: COMPLIANCE WITH LAWS AND REGULATIONS Both Parties shall comply with all applicable laws and regulations in connection with the conduct of their business and the performance of the Agreement, in particular Laws and Regulations on Data Protection and export laws and regulations relating to French technologies. ARTICLE 24: NON-SOLICITATION OF PERSONEL During the overall Term and for a period of one (1) year following its termination for any reason whatsoever, Client shall in no event solicit or cause to be solicited for employment - directly or through an intermediary - any person who is employed by MOSKITOS and assigned (or required to participate) to the performance of the Agreement, without the prior written consent of MOSKITOS. Non-compliance with the above obligation shall result in Client paying to MOSKITOS without delay a lump sum indemnity in the amount of twelve (12) times the last monthly gross salary paid to such employee. ARTICLE 25: - ASSIGNMENT; SUBCONTRACTING 25.1 As the Agreement is entered into intuit personae, Client shall not assign, contribute or transfer any of its rights and obligations under the Agreement, partially or fully, without the prior written consent of MOSKITOS. MOSKITOS may assign or otherwise transfer its rights and obligations under the Agreement to any third party. It is expressly agreed that the assignor or transferor shall no longer be held liable to the other Party, at the date of written notification of the operation in question to the other Party and will not be held jointly or severally liable for the execution of the Agreement by the assignee or transferee. In any case of assignment or transfer of the Agreement, the assignee or the successor of the concerned Party will be automatically bound by the Agreement. For the sake of clarity, the change of control of one of the Parties due to a merger, takeover or sale of all or substantially all of the considered Party’s assets to a third party are not considered assignment and shall be subject to a written notice; it being agreed that in case of change of control for the benefit of a competitor or the other Party or in case of dispute, past or present between the other Party with the concerned third party, the other Party shall be entitled to terminate the Agreement, by registered letter with acknowledgment of receipt. 25.2 Unless otherwise provided in the Agreement, Client expressly authorizes MOSKITOS to subcontract any of its rights and obligations under the Agreement, to any third party of its choice, it being specified that MOSKITOS shall remain solely responsible towards Client, of all the obligations resulting from the Agreement. ARTICLE 26: TERM; RENEWAL OF THE AGREEMENT 26.1 The Agreement comes into force on the Date of Entry Into Force for the Term. 26.2 Except as otherwise stated in annex 3, the Service shall automatically be renewed for periods of twelve (12) months at the anniversary date of the Service for identical Scope and Territory of Use in accordance with article 17.5, unless and until terminated at the end of the Term by either Party, giving at least ninety (90) days’ notice. ARTICLE 27: TERMINATION OF THE AGREEMENT 27.1 Termination for breach In the event of a material breach by either Party of its contractual obligations under the Agreement, which is not cured within thirty (30) days following the reception of a notice by the breaching Party, the other Party may, as of right, terminate the Agreement, effective upon delivery of notice to the breaching Party, without prejudice to any damages that such Party could be entitled to. 27.2 Other cases of termination In addition to the termination for force majeure as stated at article 22 of the Agreement, and subject to the legal provisions in force, each Party may terminate the Agreement upon the occurrence of a Party is declared bankrupt without continuance of the rights and obligations under the Agreement by a third party, by notice; the termination shall be effective on the thirty (30) days of the receipt of such notice by the concerned Party. ARTICLE 28: EFFECTS AT THE END OF THE AGREEMENT At the end of the Agreement, for any reason whatsoever: - Connection Data shall be immediately deactivated and Client shall no longer be entitled to use the Service; - any Confidential Information and any elements provided by a Party shall be returned to such Party; - all the amounts corresponding to the fees due and payable, shall be invoiced and shall be paid to MOSKITOS, without any right to offset or deduction; all the amounts paid to MOSKITOS under the Agreement being not refundable; - the provisions of articles 13, 14, 15, 17, 18, 19, 20, 24 and 28 and all the provisions which should survive the expiration or termination of the Agreement by nature, shall remain applicable, for the term necessary to give them full force. It is reminded that MOSKITOS shall only store Data for the term set by User, apart from the Platform’s logs, to which Client has access for the term chosen by Client and stated in annex 3. Therefore, MOSKITOS is not held by any obligation of Data recovery and Data restitution under the Agreement. ARTICLE 29: GENERAL PROVISIONS 29.1 The Parties are independent contractors. In no event shall the Agreement establish any mandate, franchise or any type of legal entity, or of an employer/employee relationship between the Parties or between a Party and the employees/ contractors of the other Party. 29.2 The Parties declare measuring and accepting the inherent risks of the execution of the Agreement. By express agreement, the Parties hereby waive application of the provisions of Article 1195 of the French Code civil. 29.3 For the performance of the Agreement, each Party’s official address shall be its head office as defined in the Purchase Order(s). Any change of such address shall be held to bind the other Party within eight (8) days following the corresponding notice. 29.4 Unless otherwise provided in the Agreement, the files, data, messages and digitized records stored in the Parties’ data processing systems shall be admitted as proof of the communications between the Parties, provided that the transmitting Party may be identified and that such materials are established and stored under conditions which permit to warrant their integrity. In this regard, Client acknowledges and agrees that the consumption, the invoicing, the performances and more generally any and all measures relative to the use of the Service, are calculated with the use of MOSKITOS’ tools and navigation data recorded by MOSKITOS. Notwithstanding the provisions of the present article, notifications between Parties shall be made in accordance with article 29.5 of the Agreement. 29.5 To be considered valid, all notices pertaining to the Agreement shall be addressed to the other Party at such Party’s company address by registered letter with acknowledgement of receipt. All notices shall be considered received on the second Business Day after the first presentation of the registered letter with acknowledgment of receipt. 29.6 The waiver or the failure by either Party to claim a breach by the other Party of any of its obligations under the Agreement shall not be construed as a waiver of such obligation for the future. Any waiver shall only be effective if clearly expressed in writing (which shall not be a pre-printed contract form) and duly signed by a representative of each Party. 29.7 If any provision of the Agreement is held to be illegal, invalid or unenforceable, as a result of any statutory or regulatory provision or after the decision of a competent court which has become final, the Parties shall negotiate in good faith to amend or replace such provision by a provision that reflects as closely as possible what was agreed between the Parties, provided that such replacement provision is legally enforceable. All the other provisions of the Agreement shall continue in full force and effect, unless the purpose of the Agreement is consequently affected. 29.8 Headings are used in the Agreement for reference only and will not be considered when interpreting the Agreement. 29.9 The Agreement is in the English language only, which language shall be controlling in all respects. Furthermore, all communications and notices made or given pursuant to the Agreement shall be in the English language. ARTICLE 30: DISPUTE RESOLUTION The Agreement shall be governed by and construed in accordance with French Law. In case of dispute arising out of or in connection with the construction, the performance or the termination of the Agreement, before any judicial proceedings, except in the case of an emergency justifying a summary proceedings, the Parties will cooperate diligently and in good faith to reach an out-of-court settlement. To this end, the Parties agree - prior to undertaking any legal action - to meet within fifteen (15) days as from the delivery of the corresponding notice by a Party to the other Party, in the presence of executive-level representatives from both Parties. If, following another fifteen (15) days period, the Parties failed to reach an out-of-court settlement, the Tribunal de commerce of Nanterre (France) shall have exclusive jurisdiction on such dispute, notwithstanding the plurality of defendants, claim against guarantor, cooperate summary or conservatory proceedings In two (2) originals, one (1) for each Party. The __/__/____ In ____________ MOSKITOS ___________ Signature: Signature: Name: Name: Function: Function:   ANNEX 1: DESCRIPTION OF THE CLIENT CONFIGURATION AND OF THE PLATFORM 1. GLOBAL OVERVIEW Crosscut iPaas is a platform that hosts a set of integration services to enable development, execution and governance of application, data and process integration projects on the hybrid information system. Crosscut iPaas is a product suite composed of an Integration Platform, a Control Center and a Corporate Portal:  The Corporate Portal is a role-based portal and is composed of 3 modules built to address the main personae: Integration Specialist, Security Specialist, Operations  The integration platform o “Crosscut Cloud Platform” that runs data flows o “On-Prem Platform”, hosted on the on-premise Information System of the customer, that hosts the on-premise instances (connectivity) and manage the communication with the “Crosscut Cloud Platform”.  The Control Center that manage logging, supervision, alarming and analytics (standard and custom) 2. TECHNICAL PREREQUISITE 2.1. Corporate Portal The administration and configuration portal are HTML 5 applications which needs an Internet connexion and an internet browser. The portal works with the following internet browsers: ● Mozilla Firefox version 47 or later ● Google Chrome version 53 or later ● Internet Explorer version 11 ● Microsoft Edge 2.2. OnPrem Platform The Crosscut platform allows to host and execute data exchanges Cloud-to-Cloud without additional prerequisites. In the case of a hybrid information system – data exchanges On-premise-to-Cloud or Cloud-to-On-premises, it is necessary to install on premise the “OnPrem Platform” component which is presented as Windows Services. Prerequisites needed for the “OnPrem Platform” component are the following: ● Windows Server 2012 R2 or later ● 8 Go RAM ● .NET Framework 4.6.1 or later ● Minimum 2 cores ● Internet access To ensure continuity of service in case of data exchanges Cloud-to-On-premises or On-premises-to-Cloud, it is recommended to install on-premise at least two instances of the “OnPrem Platform” component, each on a different server. The server where the “OnPrem Platform” is installed must be authorized to communicate to the Internet, with outbound connection, using the port TCP 443, usually reserved to communications via the protocol HTTP/S. Caution: If you do not have a local DNS service the outbound port 53 needs to be open.   ANNEX 2: SERVICE LEVEL AGREEMENT (“SLA”) The purpose of this Service Level Agreement is to define the service levels to be provided by MOSKITOS as part of the provision of the Service. This SLA enters into force at the Service Opening for the development and production Platforms. MOSKITOS reserves the right to change the technical measures described below, provided that such change does not alter the quality of the Service. All the services and communications under the SLA will be in English language. 1. Hosting infrastructure The Platform infrastructure is hosted on sites located in the European Union. At the Date of Entry Into Force: Microsoft Azure, Datacenter EU. However, MOSKITOS reserves the right to choose other or additional hosting companies, provided that the hosting sites remain located in the European Union. 2. Service availability commitments MOSKITOS will provide Client, under the provisions of article 10 of the Agreement, with access to the Service on a twenty-four hour, seven days a week (24x7) basis, and will use its best efforts to make the Service available with the following average yearly uptime rates: ­ 99,50% per year on the production environments ­ 99,0% per year on the development or non-production environments For the avoidance of doubt, the Service is deemed unavailable if the Platform cannot be used for a period longer than twenty (20) consecutive minutes, for reasons imputable to the Service. 3. Planned Maintenance and other cases of unplanned maintenance Maintenance windows may be planned by MOSKITOS or by the hosting service provider; it being agreed that the planned maintenance may temporarily make the Platform unavailable. Client shall receive a 24-hour notice by email. MOSKITOS is authorized to open an unplanned maintenance window when needed without notifying Client in advance in case of a force majeure event and in particular relating to security risk for the network. MOSKITOS shall also use its best efforts to inform Client in advance of any emergency maintenance that must be carried out on the Platform. 4. Corrective Maintenance: Error management MOSKITOS will endeavor to correct or circumvent the Errors that would appear within the framework of the use of the Current Version. Corrective Maintenance only applies to the Current Version used according to the specifications stated in the Documentation and to the terms of the Agreement. MOSKITOS provides Client with a support and ticket service tool available in the form of a web application. The internet address, as well as the related connection data (login/password), will be communicated by MOSKITOS in the email informing Client of the accessibility of the Service. Client may also contact MOSKITOS’ support via email sent by the Client’s primary contact appointed under the Corrective Maintenance. Email: support@moskitos.fr For any notification of Error, Client will provide MOSKITOS the following information: Client’s name, User’s name, feature of the concerned Platform, Error description and data required to reproduce the Error, and notably the issue navigation context (scenario), screenshots, logs, configuration files. In addition, Client shall provide MOSKITOS with any document and/or piece of information that MOSKITOS may deem necessary to ensure the Corrective Maintenance of the Platform, and shall follow MOSKITOS’ recommendations and instructions, in particular those related to the execution of test procedures. 5. Exclusions The above service level commitments do not apply to performance issues caused by the following: ­ planned Maintenance and/or unplanned in accordance with the terms of the SLA; ­ refusal of Client to cooperate with MOSKITOS in order to clarify the identification of an Error, the diagnostic and the resolution of the Error and notably to answer to questions and information’s requests of MOSKITOS; ­ use of the Service which does not comply with their purpose, the Documentation and/or the Agreement; ­ failure of IT service providers used by MOSKITOS to provide with the communications and interactions with the targeted persons by Client for the use of the Service; ­ Client’s equipment or third-party computer hardware, software, or network infrastructure not within the sole control of MOSKITOS; ­ actions or inactions of Client (unless undertaken at the express direction of MOSKITOS) or a third-party beyond the control of MOSKITOS; ­ the implementation of any software package, software or operating system which does not comply with the Service; ­ the deterioration of the Platform, the disclosure or illegal use of the Connection Data communicated to the Users, the total or partial destruction of information transmitted or stored resulting from errors directly or indirectly attributable to Client or the Users; ­ a request for a temporary or permanent interruption of the Service from a competent administrative or judicial authority, or upon notice from a third-party; ­ factors outside of MOSKITOS’ reasonable control, including any force majeure event as described in the Agreement, and/or internet congestion, slowdown or unavailability. Client is responsible for implementing and maintaining the malware protection systems (and for all the related updates) of the computers accessing the Service.   ANNEX 3: FINANCIAL CONDITIONS   ANNEX 4: PERSONAL DATA PROCESSING The purpose of this annex is to define the terms and conditions under which MOSKITOS shall, in its quality of Data Processor as defined hereafter, to carry out the processing of Personal Data on behalf of Client, in the process of the provision of the Service. 1. Definitions For the purposes of the present annex, and notwithstanding any other definition provided under the Agreement, the following terms, wherever used herein, have the following meaning, irrespective of whether they are in the singular or in the plural: Data Subject: an identified or identifiable natural person whose Personal Data are subject to Processing. Is deemed an “identifiable natural person” any 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, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Data Controller: any entity determining the purposes and the means of Processing. For the purposes of the Agreement and regarding MOSKITOS, Client acts as Data Controller of the Processing under the Agreement. Data Processor: an entity processing Personal Data on behalf, under the instructions, and under the authority of the Data Controller. For the purposes of the Agreement, MOSKITOS acts as Data Processor. Processing: any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed. 2. Description of the Processing MOSKITOS is authorized, on behalf of Client, to process the Personal Data necessary for the performance of the Service as defined under the Agreement. The terms and conditions relating to the Processing depend on the use by Client of the Service; it being reminded that MOSKITOS shall only store Data for the term set by User, apart from the Platform’s logs, to which Client has access for the term chosen by Client and stated in annex 3. 3. Data ownership and fate of Personal Data Personal Data entrusted by Client to MOSKITOS shall remain Client’s property. At the end of the Agreement for any reason whatsoever, MOSKITOS shall return and/or destroy the Personal Data entrusted by Client under the performance of the Service, subject to MOSKITOS’ applicable legal obligations. 4. Obligations of MOSKITOS with regards to Client MOSKITOS shall: • process the Personal Data solely for the purposes object of the data processing. • process the Personal Data in accordance with the documented instructions from Client as defined in the present annex. If MOSKITOS considers that a documented instruction infringes the Laws and Regulations on Data Protection, MOSKITOS shall inform Client without delay. In addition, if MOSKITOS is required under the instructions of Client, by European Union law or by the applicable Member State law, to transfer Personal Data outside of the European Economic Area, MOSKITOS shall inform Client before the Processing unless prohibited by law on important grounds of public interest. • ensure the confidentiality of Personal Data entrusted within the framework of the Agreement. • Ensure that the persons authorized to process Personal Data under the Agreement: o covenant to respect the confidentiality or are subject to the appropriate legal obligation of confidentiality o receive the appropriate training relating to Personal Data management o take into consideration, in terms of its tools, products, applications or services, the principles of data protection by design and by default o maintain, in writing, a record containing all categories of Processing carried out on behalf of Client. 5. Sub-processing Client authorizes MOSKITOS to engage another data processor (hereinafter the “sub-processors”) to carry out specific Processing activities. The list of MOSKITOS’ sub-processors shall be provided at Client’s written request. MOSKITOS shall inform Client of any considered hiring or replacement of sub-processors within the best delays. From the reception of this information, Client shall have ten (10) Business Days to object in writing. Client acknowledges and agrees that the absence of objection within such period shall be equivalent to Client’s acceptance of the concerned sub-processor. In case of objection, MOSKITOS shall have the possibility to answer to Client in order to bring elements susceptible to overcome Client’s objections. Should Client maintain its objections, the Parties shall discuss such concerns in good faith regarding the continuation of their business relationship. In any event, MOSKITOS shall be liable for the acts and omissions of its sub-processors under the Agreement. 6. Notification of Personal Data Breach MOSKITOS shall notify Client of any Personal Data Breach under the Agreement within the best delays after having become aware of it, via email to Client’s DPO or, failing that, to the primary contact designated by Client. Said notification shall be sent along with any necessary documentation to enable Client, where necessary, to notify such Personal Data Breach to the competent supervisory authority or to the Data Subjects. 7. Exercise of Data Subjects’ rights In accordance with article 15 of the GDPR, MOSKITOS shall assist Client, insofar as this is possible, for the fulfilment of their obligation to respond to requests for exercising the Data Subject's rights under the GDPR, including: right of access, of rectification, to erasure and to object, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling). Where the Data Subjects submit requests to MOSKITOS to exercise their rights, MOSKITOS shall forward these requests as soon as they are received by email to Client’s DPO, or failing that, to the primary contact designated by Client. 8. Security measures In accordance with article 28.3 e and 24 of the GDPR, MOSKITOS shall implement and maintain the following technical and organisational measures, taking into account the state of knowledge, the costs of implementation, the nature, scope, the context and the purposes of the Processing as well as the risks, which the degree of probability and gravity varies, for the rights and freedoms of natural persons. MOSKITOS shall notably implement the means enabling to guarantee the constant confidentiality, integrity, availability and resilience of the services of Processing under the Agreement. 9. Privacy impact assessment In accordance with articles 32, 35 and 36 of the GDPR, MOSKITOS shall assist Client for performing data protection impact analysis under the Service. 10. Personal Data transfer outside the European Economic Area subject to appropriate safeguards in the event of communication of Personal Data through cross-border flows outside of the European Economic Area, MOSKITOS shall warrant a level of protection for Personal Data equivalent to the European legal requirements and to ensure such transfers comply with the applicable regulation. As such, and in the event that the transfer of Personal Data outside of the European Economic Area must be governed by the standard contractual clauses adopted by the European Commission in its decision of February 5, 2010, Client expressly mandates MOSKITOS to sign such standard contractual clauses on its behalf. MOSKITOS shall - upon request - provide Client with a signed copy of such standard contractual clause. 11. Compliance; audit Within the limit of one audit per annual period and upon a notice period of fifteen (15) Business Days - subject to having previously requested in writing from MOSKITOS information related to MOSKITOS’ compliance of its obligations as Data Processor and if the answers are not considered satisfactory (except in case of imminent risk relating to Personal Data’s security) - Client may notify MOSKITOS, by registered letter with acknowledgment of receipt, the request for an on-site compliance audit for the processing of Personal Data under the Agreement, duly justified and in which Client appoints the designated auditor, the date and the scope of intervention of such auditor. For the sake of clarity, the scope of the on-site audit shall be strictly limited to MOSKITOS’ processes operating the Processing as a Data Processor of the Personal Data entrusted by Client under the Agreement. The designated auditor shall be an independent auditor, be professionally acknowledged in his field, and shall not be a competitor of MOSKITOS. The auditor shall imperatively sign a written non-disclosure agreement before starting the audit. The designated auditor shall not interfere with MOSKITOS’ activities when carrying out its audit, which may only be conducted during MOSKITOS’ opening hours. MOSKITOS shall assist the auditor within the limit of two (2) man/days. Client shall bear all audit costs, including but not limited to auditor fees, and shall reimburse MOSKITOS the related costs and expenses, including the costs and expenses related to the time spent by MOSKITOS’ personnel on the audit that exceeds the abovementioned two (2) man/days limit, based on the average man/days’ rate of MOSKITOS personnel involved in the audit. Client undertakes to communicate the results of the audit to MOSKITOS, and if it is found that MOSKITOS is not in compliance with its obligations under the Laws and Regulations on Data Protection, MOSKITOS shall take all necessary measures to remedy this situation and shall inform Client of the measures taken in this regard. The Parties acknowledge that any and all reports and information resulting of such audit are confidential information.