General Terms of Services

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Article 1 · Contracting Parties

By accessing the SaaS software provided by EDTAKE, a simplified joint-stock company (sociétépar actions simplifiée), with a share capital of €1,312.66,registered with the Toulouse Trade and Companies Register under number B 853962 777, with its registered office at 22 rue Lafayette, 31000 Toulouse,hereinafter referred to as "EDTAKE",

you (hereinafter referred to as the "Client") unconditionally accept these General Terms of Service (hereinafter referred to as the "GTS").

Article 2 · Definitions

In the GTS, the following capitalised wordsor expressions have the meanings set out below:

• Subscription: means a subscription to services for a fixed term, the terms of which are detailed on the Site, enabling the Client to access and benefit from the Applications and associated Services.
• Learner: means any natural person authorised by the Client to access training courses     delivered via the Applications and to use the AI Tutor.
• Applications: means all of EDTAKE's software programmes and solutions made available to the     Client in SaaS mode as part of the Services.
• Content: means any information and computer file, subject to applicable technical limitations, deposited and managed by the Client on their Account, consisting of (i) elements presenting their Profile, or (ii) any type of document or documentary source deposited by the Client in their space.
• Client API Key: means an access key to a third-party artificial intelligence model provided by the     Client to enable the operation of the AI Tutor.
• Client: means any professional, adult natural person or legal entity that subscribes to a subscription.
• Account: means the area of the Site accessible only to the Client who holds it, upon entry of their Identifier and password.
• Credit(s): means the amount allocated to the Client on EDTAKE and displayed in their Account, enabling them to make requests on the Site.
• Data: means all of the Client's information and data, including all Personal Data, entered, input or uploaded, automatically or by the End User, into the Applications, or processed, modified or generated by or via the Applications.
• Personal Data: means data which, within the meaning of applicable data protection     legislation, enables a natural person to be designated or identified, directly or indirectly.
• Sensitive Data: means data which, at the Client's discretion, are identified as being of particular importance to the Client, and which therefore require specific processing to protect their content and ensure their availability and security, or data defined as sensitive by the legislative and     regulatory provisions to which the Client is subject and for which those same provisions provide for specific processing, in particular applicable data protection legislation.
• Identifier: means the combination of the email address enabling a Client to access their     Account on the Site and an access code.
• Associated Service(s): means all services offered by EDTAKE, including in particular:
   
  1. making the Applications available to the Client in SaaS mode,
   
  2. hosting the Applications and Data,
   
  3. administration and technical and functional support.
 
• Site: means this website, accessible in particular at www.edtake.com and the web application     accessible at https://app.edtake.ai/.
• AI Tutor: means the pedagogical conversational assistant integrated into the Applications,     based on artificial intelligence technologies, accessible to Learners 24 hours a day, 7 days a week, enabling them to answer questions relating to training content.
• End User: means any natural person authorised by the Client to access the Applications and     use the Services under the subscribed Subscription, including in particular Learners with regard to access to the AI Tutor, as well as any employee or agent of the Client authorised to do so. The Client is solely responsible for defining the scope of End Users and their authorisation.

Article 3 · Access to and Use of the Service

3.1. Access to the SaaS software isconditional upon acceptance of the GTS.

The purpose of these GTS is to define the conditions under which EDTAKE under takes to make the Applications available to the Client and to provide the associated Services, as well as the conditions, including financial conditions, under which the Client may access and benefit from them.

The Client acknowledges having read these GTSprior to subscribing to the Subscription.

3.2. Client's Responsibility

The Client is responsible for the confidentiality of their login credentials and must immediately notify EDTAKEof any unauthorised use of their account.

Article 4 · Subscription

4.1. Subscription

A named Subscription is required to accessand use the Applications.

Unless otherwise stated in the quotation, thesubscription start date begins upon issuance of the invoice.

Article 5 · Term and Termination of Subscription

5.1. Term

The Client commits to a monthly Subscription with a minimum term of one (1) month or an annual Subscription with a minimum term of one (1) year from the effective date.

Annual Subscription

Unless a specific clause is referenced in the particular conditions of the contract, the Subscription may be tacitly renewedfor periods identical to those of the commitment, if neither Party notifies the other Party, in accordance with the procedures set out in Article 14 below, of its intention to terminate, subject to a minimum notice period of one (1) month before the anniversary date of the Subscription.

5.2. Termination of Subscription

To terminate their Subscription, the Client must notify EDTAKE in accordance with the procedures set out in Article 14 below at least thirty (30) days before the scheduled renewal date of their Subscription. The end date of the Subscription will be the last scheduled day of the current Subscription at the time of the termination request.

In the event that the Client wishes to change their Subscription before its anniversary date in order to subscribe to ahigher-priced Subscription, EDTAKE may grant the Client a credit note corresponding to the unused portion of the Subscription. The Client will then commit to a new Subscription with a term of one (1) year from the effective date.

5.3. Termination for Breach

In the event of a breach by either Party ofany of its obligations under the Agreement, the other Party shall be entitled,thirty (30) days after a formal notice notifying the breach in question has been sent to the defaulting Party in accordance with the procedures set out in Article 14 below and has remained without effect, or immediately in the eventof an irremediable breach, to terminate the Subscription upon notification in accordance with the procedures set out in Article 14 below, without prejudice to the right to claim compensation for the loss suffered.

5.4. Consequences of Subscription Termination

Upon termination of the Subscription, accessto the Applications will be immediately deactivated. The Client's Data will, however, be retained on EDTAKE's servers for a period of six (6) months from the date of termination, solely for the purposes of data portability, to enable the Client to export their Data using the tools made available through the Applications. After this period, the Data will be permanently deleted, unless aspecific clause is provided for in the contract or quotation.

Article 6 · Use, Services and Features

6.1. Rights to Use the Applications

EDTAKE grants the Client, on a non-exclusive, non-assignable and non-transferable basis, a right to use the Applications for the duration of the Subscription and worldwide.

This right is granted solely for the purpose of enabling End Users to use the Applications in accordance with the Client's needs, to the exclusion of any other purpose. This right of use means the right to display and implement the Applications in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network. The Client strictly prohibits any other use, in particular any adaptation, modification, transformation, translation, arrangement, distribution, decompilation, disassembly, creation of derivative works of all or part of the Applications, without this list being exhaustive.

The Client is responsible for the compliant use of the Applications by End Users.

6.2. Conditions of Service Provision

The Services are provided within a shared infrastructure using EDTAKE's resources, subject to the Client's compliance with its obligations.

The Service Provider may, at any time, modify the Applications and/or the Services, or change the way in which the Services are provided, if it can reasonably be assumed that this will not cause in convenience to the Client, or if this modification improves the Services.

The Client acknowledges having been informed by EDTAKE of all the technical prerequisites necessary for the optimal operation of the Services. The Client is also informed that these prerequisites may change, in particular for technical reasons. If a change occurs during the Subscription, the Client will be informed in advance.

The Client undertakes not to allow unauthorised persons to access the Applications and must ensure that each authorised person strictly complies with the confidentiality rules relating to their Identifiers.

6.3. Access to the Applications

End Users access the Applications using their Identifiers from any fixed or portable computer, even if not located on the Client's premises.

The Client must ensure that End Users maintain the confidentiality of Identifiers and passwords. Identifiers and passwords may only be used to provide access to the Applications to End Users authorised by the Client, in order to ensure the security of the Client's Data. Identifiers and passwords may not be disclosed to third parties, including other End Users.

The Client is solely and fully responsible for the use and confidentiality of Identifiers and passwords and must ensurethat only authorised persons have access to the Applications. They mustimmediately notify the Service Provider if they become aware of a securitybreach, in particular relating to the voluntary communication ormisappropriation of Identifiers and passwords, so that the Service Provider canpromptly take any appropriate measures to remedy the security breach.

In the event of loss or misappropriation ofIdentifiers, a procedure for issuing new Identifiers will be implemented.

Article 7 · Financial Terms

7.1. Price of Services

Prices may be revised each year, on theanniversary date of the Agreement, at EDTAKE's initiative, provided the Clientis informed at least three months before each price revision.

The Client accepts that the price of certain Services mentioned may vary depending on the actual use of those Services orthe volume used.

7.2. Invoice Payment

The Client must pay the total amount of each invoice, including all taxes mentioned there on, without being able to off set any amounts owed or claimed to be owed by EDTAKE. The price of the Services does not include taxes (including VAT where applicable) and duties of any kind necessary for the routing and use of the Services by the Client; all such charges, duties and taxes are the exclusive responsibility of the Client. EDTAKE is not required to inform the Client of the taxes, duties or other charges in force in the country to which the Services are routed or in which they will be used by the Client. The Client is responsible for making enquiries with the relevant authorities.

Prices will be expressed in euros and payments, unless otherwise agreed between the Parties, must be made in that currency by bank transfer, free of charge to EDTAKE, to EDTAKE's bank account.

7.3. Late Payment

Payments must reach the Service Provider within the agreed deadlines. In the absence of contrary indication, all invoices are due on their date of issue.

In the event of non-payment by the due date, EDTAKE will send the Client, in accordance with the procedures set out in Article 14, a formal notice requiring payment within fifteen (15) days of receipt.

If, upon expiry of this period, the full amount owed has not been paid, EDTAKE may suspend access to the Applications and, where applicable, terminate the Subscription by operation of law, without prior notice or judicial formality, without prejudice to its right to recoverall amounts owed and any damages.

Any late payment will automatically giverise, without any prior reminder being necessary, to the payment by the Client of late payment penalties calculated at the annual rate corresponding to the European Central Bank's reference rate in force at the time of the last refinancing operation, increased by ten (10) percentage points, in accordance with Article L.441-10 of the French Commercial Code. For information purposes, this rate may not be less than three (3) times the statutory interest rate.

Furthermore, in accordance with Articl D.441-5 of the French Commercial Code, any unpaid debt at its due date will give rise to the payment by the Client of a flat-rate indemnity for collection costs of forty (40) euros, due automatically and without prior formality. Where the collection costs incurred exceed this flat-rate amount, EDTAKE may request additional compensation supported by evidence.

Article 8 · Intellectual Property

8.1. Ownership Rights in the Applications and Documentation

The Applications and their components, such as source or object code, software, databases, user manuals, user interface,texts, images, animated or otherwise, photographs, sounds and all other component elements, and the associated Documentation, are and remain the sole and exclusive property of EDTAKE.

The Client is prohibited from reproducing the Applications and all their component elements, by any means whatsoever, in anyform whatsoever and on any medium whatsoever.

8.2. Non-Infringement Warranty

EDTAKE warrants that it holds all intellectual property rights necessary to offer the Services and that, accordingly, the Services do not infringe the rights of third parties and do not constitute an infringement of a pre-existing work.

EDTAKE indemnifies the Client against any third-party claims based on infringement, unfair competition and/or parasitic conduct arising from or related to the Client's use of the Services.

8.3. Use of Names, Trademarks,etc.

8.3.1. Neither Party may mention or use the name, corporate name, trademarks and logos or other designations, commercial or otherwise, of the other Party without the prior written consent of the latter.

8.3.2. By way of derogation from the foregoing, EDTAKE may use the Client's name, corporate name, trademarks and logos to the extent necessary for the performance of the Services, including in subsequent service proposals and as a reference in any of the company's communication activities.

8.3.3. Furthermore, the Client authorises EDTAKE, unless instructed otherwise in writing, during and upon completion of the Services, to cite its name/corporate name as a reference and to accompany such citation, where applicable, with a generic description of the services performed.

Article 9 · Data andConfidentiality

9.1. Ownership of Data

The Client is the sole holder of rights over the Data processed as part of the Services.

The Client grants, as necessary, to EDTAKE a non-exclusive, worldwide, royalty-free and non-transferable licence, enablingit to host, cache, copy and display such Data solely for the purposes of performing the Services and exclusively in connection with or on the occasion of those Services.

This licence will terminate automatically upon termination of the Subscription, unless it is necessary to continue hosting and processing the Data, in particular in the context of implementing data portability operations.

The Client represents and warrants that ithas all the necessary authorisations to use the Data within the framework ofthe Services and that it is free to grant a licence to EDTAKE. The Client further represents and warrants that by creating, installing or uploading the Data as part of the Services, it does not exceed any rights that may have been granted to it over all or part of the Data and that it does not infringe the rights of third parties.

The Client undertakes to indemnify EDTAKE against all financial consequences that EDTAKE may be required to bear as a result of the Client's breach of the above warranties concerning the Data.

The Client undertakes not to place, inconnection with the use of the Services, any Data that would require the Service Provider to comply with specific laws or regulations other than those expressly provided for in the Agreement.

9.2. Access to Data

Access to Data is reserved exclusively for the Client.

However, for the sole purposes related to the Services and for a limited number of persons bound by strict confidentiality commitments, EDTAKE may also access it. This access to Data by the Service Provider may only be temporary. The latter must ensure that the Data is not damaged and that no further access is permitted once the reasons that justified its intervention have ceased.

The Client is informed and accepts that EDTAKE may access and transmit its Data upon requisition by an administrative or judicial authority duly authorised to access the Data.

Unless prevented from doing so by such requisition, EDTAKE will endeavour to inform the Client without delay of theexistence of the requisition and of the Data that have been transmitted.

9.3. Accessibility and Securityof Data, Personal Data and Sensitive Data

In the context of providing the Services, EDTAKE acknowledges that it will process Personal Data on behalf of and for th account of the Client. The Service Provider, acting as a Processor within the meaning of applicable data protection legislation, undertakes to process the Personal Data entrusted to it in accordance with applicable law.

With regard to Personal Data collected and processed by each Party on its own account for the purposes of administrative management of the Agreement, and concerning the staff of the other Party, each Party acknowledges that it processes such data as a Data Controller within the meaning of applicable data protection legislation and undertakes to comply withall obligations incumbent on it in that capacity under said legislation.

The Client is solely responsible for thecreation, selection, design and use of Data by End Users in the context of the Services. It is also solely responsible for the collection and processing of Personal Data and Sensitive Data by End Users. Where the legislation to which the Client is subject requires prior authorisation to be obtained from the persons whose Personal Data is processed, or where said legislation imposes a set of obligations on the person processing such Personal Data, it is the sole responsibility of the Client to comply with the applicable legislative provisions and to obtain any necessary prior authorisations.

The Client acknowledges that EDTAKE has no control over the transfer of Data via public telecommunications networks used by the Client to access the Services, including the Internet. The Client acknowledges and accepts that EDTAKE cannot guarantee the confidentiality of Data when transferred over such public networks. Consequently, EDTAKE shall in no circumstances be held liable for, in particular, the misappropriation,interception or corruption of Data, or any other event likely to affect them,occurring during their transfer over public telecommunications networks. For the purposes of this clause, the term Data includes Sensitive Data and Personal Data.

The Client acknowledges that it has had the opportunity to audit, at its own expense, EDTAKE's security procedures,including data security procedures. The Client alone is able to determine at any time whether these procedures are adequate to meet its security needs, inparticular with regard to Sensitive Data and Personal Data. It is the Client's sole responsibility to determine any additional security precautions and measures to be implemented in order to meet its security needs and obligations(data encryption, backup, etc.).

9.4. Data Generated by the AI

Exchanges between Learners and the AI Tutor constitute Data within the meaning of these GTS.

EDTAKE acts as a processor within the meaning of applicable data protection regulations for the processing of these exchanges.

The content of conversations is used by EDTAKE solely for the purpose of providing and improving the Services, and is not subject to any independent commercial use.

Where the Client uses a Client API Key to activate the AI Tutor, the following provisions apply:

1. Choice of third-party provider and GDPR compliance: the Client is solely responsible for the choice of third-party artificial intelligence model provider, the validity and security of the Client API Key, and compliance with the contractual terms of that provider. In this regard, the Client assumes sole responsibility for ensuring that the provider offers sufficient guarantees under Article 28 of the GDPR and that any transfer of Personal Data to that provider is carried out in compliance with applicable regulations, in particular in the event of a transfer outside the European Economic Area. EDTAKE shall in no circumstances be considered a joint controller or co-responsible for the processing carried out by the third-party provider.
2. Use of the AI model integrated by EDTAKE: where the Client uses the AI Tutor via the artificial intelligence model provided by default by EDTAKE, without recourse to a Client API Key, EDTAKE acts as a processor within the meaning of Article 9.5 of these GTS.

9.5. Personal Data Processing Terms (DPA)

In accordance with Article 28 of Regulation(EU) 2016/679 on the protection of personal data (hereinafter "GDPR"), the Parties agree to the following provisions governing the processing of Personal Data carried out by EDTAKE as processor on behalf of the Client as data controller.

9.5.1 Subject matter and duration of processing

EDTAKE processes Personal Data solely for the purpose of providing the Services described in these GTS. Processing is carried out for the entire duration of the Subscription and ends upon its expiry or termination, subject to the legal retention obligations applicable to EDTAKE.

9.5.2 Nature and purpose ofprocessing

The processing operations carried out byEDTAKE include: collection, recording, storage, consultation, use, transmissionand deletion of Personal Data, solely for the purposes of performing theServices.

9.5.3 Types of personal data processed

The categories of Personal Data likely to be processed include, without limitation: identification data (surname, firstname, email address), connection and usage data relating to the Applications, and data relating to interactions with the AI Tutor where applicable.

No category of sensitive data within the meaning of Article 9 of the GDPR is processed in the context of the Services, unless otherwise agreed in writing by the Parties.

9.5.4 Categories of data subjects

The data subjects covered by the processing are: the Client's End Users with access to the Applications, Learners using the AI Tutor, and the Client's employees involved in managing the Account.

9.5.5 EDTAKE's obligations asprocessor

EDTAKE undertakes to:

1. Process Personal Data only on documented instructions from the Client, including     with regard to transfers of Personal Data to a third country, unless     otherwise required by law;
2. Ensure     that persons authorised to process Personal Data have committed themselves     to confidentiality or are under an appropriate statutory obligation of     confidentiality;
3. Implement     the appropriate technical and organisational measures referred to in     Article 32 of the GDPR in order to ensure a level of security appropriate     to the risk;
4. Comply with the conditions referred to in Articles 28(2) and 28(4) of the GDPR     for engaging another processor (sub-processor);
5. Assist the     Client, insofar as possible and taking into account the nature of the     processing, in fulfilling its obligation to respond to requests from data     subjects exercising their rights;
6. Assist the     Client in ensuring compliance with the obligations under Articles 32 to 36     of the GDPR, taking into account the nature of the processing and the     information available to it;
7. Make     available to the Client all information necessary to demonstrate     compliance with the obligations set out in this article and to contribute     to audits, including inspections, conducted by the Client or another     auditor mandated by it. EDTAKE will immediately inform the Client if, in     its opinion, an instruction constitutes a breach of the GDPR;
8. Upon     completion of the service provision relating to processing, and at the     Client's choice, delete all Personal Data or return them to the Client,     and destroy existing copies unless required by law to retain them.

9.5.6 Sub-processors

EDTAKE is authorised to engage sub-processorsfor the processing of the Client's personal data. The up-to-date list of thesesub-processors is available for consultation in the EDTAKE Trust Center and inthe GDPR register.

EDTAKE undertakes to update this list everysix (6) months and to inform the Client in writing at the same frequency,except in the event of the addition or replacement of a major sub-processor,for which an individual notification will be sent to the Client with a minimumnotice period of thirty (30) days. A sub-processor is considered major if it iscalled upon to process a new category of personal data or to host data in acountry not previously used. The Client has a period of fifteen (15) days fromeach notification to submit written, reasoned objections, based exclusively onobjective and documented grounds of non-compliance with GDPR requirements. Inthe absence of objection within this period, the Client is deemed to haveaccepted the change. In the event of an objection, the Parties undertake toseek an amicable resolution within thirty (30) days; failing agreement, EDTAKEreserves the right to maintain the use of the sub-processor concerned if itprovides sufficient guarantees within the meaning of Article 28 of the GDPR,without this constituting a breach of these GTS.

9.5.7 Notification of databreaches

In the event of a Personal Data breach withinthe meaning of Article 4(12) of the GDPR, EDTAKE will notify the Client as soonas possible and, to the extent possible, within a maximum period of forty-eight(48) hours of becoming aware of it, in order to enable the Client to fulfil itsobligation to notify the competent supervisory authority within the seventy-two(72) hour period provided for by the GDPR.

Article 10 · Liability andWarranties

10.1. Service Provider'sObligations

EDTAKE undertakes to make the Applicationsavailable to the Client and to provide the Services to the Client, inaccordance with best practices, from the effective date.

EDTAKE, in its capacity as a professional ITservices provider, undertakes to:

• inform,     advise and warn the Client about any element or circumstance of which     EDTAKE becomes aware and which could impede the proper performance of the     Services;
• provide     the Services with diligence, care and in accordance with the rules and     best practices used in the profession;
• hold and     maintain throughout the duration of the Subscription all permits,     approvals, certifications and authorisations necessary to fulfil its     obligations;
• hold, and     continue to hold, all rights necessary to assign or grant to the Client     all intellectual property rights;
• ensure     that the Services comply with the regulations applicable to them     throughout the duration of the Subscription and to take, promptly and at     its own expense, all necessary measures to bring them into compliance     should they cease to be so in whole or in part.

10.2. Availability and IncidentResolution

EDTAKE undertakes to implement reasonablemeans to ensure Services availability of 98.9% on working days from Monday toFriday, excluding planned maintenance operations or incidents beyond itscontrol.

10.3. Warranties

EDTAKE warrants the conformity of theApplications, their proper functioning, and the integrity of the Data processedand/or generated by the Applications.

EDTAKE makes no other express or impliedwarranty with respect to the Services, Applications or Documentation,including, in particular, any implied warranty of merchantability or fitness ofthe Applications for a particular purpose.

EDTAKE does not warrant the results of theServices and is bound only by an obligation of means. It does not warrant thatthe features of the Applications will meet the Client's requirements. TheParties acknowledge that software may contain errors and that not all errorsare economically rectifiable or that it is not always necessary to correctthem. The Service Provider therefore does not warrant that all failures orerrors in the Applications will be corrected.

10.4. Liability

EDTAKE shall in no circumstances be heldliable for indirect losses suffered by the Client that may arise as a result ofor in connection with the making available of the Applications and theprovision of the associated Services. Indirect losses include, withoutlimitation, loss of earnings or profits, loss of opportunity, commerciallosses, the consequences of complaints or claims by third parties against theClient, notwithstanding the fact that EDTAKE may have been informed of thepossibility of their occurrence.

In any event, EDTAKE's liability, in theevent of damage suffered by the Client, for whatever reason and on whateverlegal basis, for all losses combined and cumulatively, shall be expresslylimited and shall in no circumstances exceed the amount paid by the Client overthe last twelve (12) months under the Subscription.

EDTAKE's liability may in no circumstances beinvoked in the event of:

• use of the     Services in a manner not expressly authorised by the Agreement;
• modification     of all or part of the Applications or information accessible via the     Services not carried out by the Service Provider or by one of the approved     service providers designated by it;
• use of all     or part of the Services when EDTAKE, following a difficulty or for any     other reason, had recommended suspending use thereof;
• use of the     Services in an environment or configuration that does not comply with     EDTAKE's technical prerequisites, or in connection with third-party     programmes or data not expressly approved by EDTAKE;
• occurrence     of any damage resulting from a fault or negligence of the Client, or which     the Client could have avoided by following EDTAKE's advice;
• use in     connection with the Services of programmes not provided or approved by EDTAKE that are likely to affect the Services or the Client's Data.

These provisions, which allocate risk betweenthe Parties, are of essential importance to EDTAKE, the proposed and agreedprice reflecting this risk allocation and the resulting limitation ofliability.

Article 11 · Confidentiality

11.1. Definition of Confidential Information

For the purposes of these GTS,"Confidential Information" means:

• the Applications and all their components, such as software, databases, user manuals, user interface, texts, images, animated or otherwise, photographs, sounds and all other component elements;
• the associated Documentation;
• the Data.

Confidential Information includes, inparticular, written and other tangible information, as well as informationtransmitted orally, visually, electronically or by any other means.

The term "Confidential Information"does not include information that:

• is or becomes generally available to the public other than as a result of disclosure by a Party or by any person to whom that Party transmits any Confidential Information;
• is independently developed by a Party without using or exploiting, in any way, the Confidential Information of the other Party.

11.2. Confidentiality Obligations

Each Party undertakes to:

• not disclose to any third party the Confidential Information of the other Party, except where such disclosure is expressly authorised in advance and in writing by the other Party and on the condition that the third party undertakes in advance to comply with the same confidentiality obligations as those set out in this article;
• use the Confidential Information of the other Party only in the conditions defined by these GTS;
• disclose the Confidential Information of the other Party internally only to members of its staff who need to know it;
• ensure that the Confidential Information of the other Party is used by its staff only in the conditions defined by these GTS and in any event to ensure compliance by such staff with the confidentiality obligations set out in this article;
• ensure the confidentiality of all Confidential Information of the other Party in its possession or under its control, and that such measures will in no circumstances be lower than the measures it takes to preserve the confidentiality of its own information of a similar type and importance.

Each Party is only authorised to disclose part of the Confidential Information of the other Party in the following cases:

• Exercise of its rights in the context of judicial, administrative or arbitration proceedings or an out-of-court settlement, within the limits of the information necessary for the exercise of those rights;
• At the request of duly authorised administrative or judicial authorities in the context of an administrative or judicial investigation and within the limits of the information requested;
• With the prior written consent of the other Party, specifying the Confidential Information concerned.

Each Party shall, at any time, at the written request of the other Party, return the Confidential Information of the other Party or proceed to its definitive and effective deletion as soon as possible.

All provisions of this article shall remain valid for a period of twenty (20) years following the Subscription taken out by the Client and shall survive cancellation, termination or expiry thereof for whatever reason.

Article 12 · Force Majeure

Neither Party's liability may be invoked if the performance of the Services is delayed or prevented due to a case of force majeure, the actions of the other Party or a third party, or external causes such as labour disputes, intervention by civil or military authorities, natural disasters, fires, water damage, interruption of telecommunications or electricity networks.

In the event of force majeure, the affected Party must notify the other Party in accordance with the procedures set out in Article 14 below and make every effort to find a solution or attempt to limit the consequences thereof with a view to resuming its contractual obligations as soon as possible.

Article 13 · Applicable Law

13.1. Compliance with Laws

EDTAKE will comply with the legal and regulatory obligations applicable to it as a service provider under the law applicable to the Agreement. EDTAKE is not required to assume the Client's legal and administrative obligations, including those relating to the Services. It is therefore the Client's responsibility to ensure compliance with the laws and regulations applicable to it, without being able to hold EDTAKE liable.

The Client, for its part, also undertakes tocomply with the laws in force to which it is subject, whether by reason of its nationality or geographical location. It will in particular ensure compliance with applicable provisions relating to the content of Data so that no data contrary to law may be processed by the Services, such as Data likely, in particular, to glorify crime or terrorism, Data relating to paedophilia and anyother prohibited data.

Unless otherwise expressly provided in the Agreement, the Services are intended for the country in which the Client has declared its address. The use of said Services by End Users who are not located in the country where the Client has stated its address, while not expressly prohibited provided the contractual provisions are complied with, shall in no circumstances entitle the Client to assert its rights in a country other than that for which the Services are provided.

13.2. Applicable Law – Jurisdiction

French law governs the Agreement in all its provisions and consequences.

In the event of a dispute relating to the formation, interpretation, performance or termination of the Agreement, the Parties undertake to seek an amicable resolution within thirty (30) days of notification of the dispute by the most diligent Party, in accordance with the procedures set out in Article 14.

Failing amicable resolution within this period, the dispute will be submitted to the exclusive jurisdiction of the courts of the jurisdiction of EDTAKE's registered office, unless a mandatory legal provision applicable to the Client provides otherwise.

By way of derogation from the foregoing, EDTAKE reserves the right to apply to any competent court for interim or protective measures, in particular in the event of infringement of its intellectual property rights or non-payment.

Article 14 · Notices

All correspondence and notices under the Agreement shall be made either by registered letter with acknowledgement of receipt or by email.

The Parties declare that information delivered by email is binding between the Parties as long as no authenticated and signed written document, contradicting such computerised information, is produced.

For the calculation of any time limit referred to in the Agreement, the date of first presentation to the addressee shall be taken into account.

Article 15 · General Provisions

These GTS constitute the entire agreement between the Parties.

The Parties acknowledge that they are acting as independent contracting parties. The Agreement shall not have the effect of creating a company or association of any kind between them.

In the event that one or more clauses are declared null and void by a court decision or prove impossible to implement, the validity of the other provisions shall not be affected, and the Parties undertake to negotiate in good faith a replacement provision.

For any information, complaint, question or advice, the Client may contact EDTAKE's "Supplier Relations" department at the following address:

• Post: EDTAKE – 29, avenue de la Grande Armée, 75116 Paris.
• Email: contact@edtake.com

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