GENERAL TERMS AND CONDITIONS OF SALE

General Terms and Conditions of Sale

15/01/2026

This is a translation of the French Terms of Service. In case of discrepancy, the French version shall prevail.

CLEAVR SAS

Registered office: 55 rue du Général de Gaulle, 77410 Annet-sur-Marne, France

RCS Meaux: 989 360 615

Represented by: Baptiste Nassoy, President

Phone: +33 6 15 06 60 42

Email: platform@cleavr.fr

Website: https://cleavr.fr/

Preamble

Cleavr publishes a technological solution based on artificial intelligence and specialized in invoice recovery. The Client wishes to benefit from the Solution. The Parties have agreed to formalize their agreement in this Contract. By accessing and using the Solution, the Client acknowledges having read these General Terms and accepts them without reservation. The annexes referred to in these General Terms are provided to the Client upon contract execution.

Definitions

The following definitions apply to the entire Contract: • "Administrator": means any person authorized and designated by the Client to manage the Solution and User access. • "Order Form": means the special conditions agreed between the Client and Cleavr. • "Cleavr": means the simplified joint-stock company Cleavr, registered with the Meaux Trade and Companies Register under number 989 360 615, with its registered office at 55 rue du Général de Gaulle – 77410 Annet-sur-Marne. • "Client": means the legal entity referred to in the Order Form that enters into the Contract with Cleavr. • "Account": means the personal account allowing any Administrator and any User to access and use the Solution. • "General Terms": means these contractual conditions binding the Client and Cleavr. • "Client Content": means data, including personal data, information, texts, images, videos, and content in any format, provided by the Client, Administrators or Users during the Installation and use of the Solution. • "Contract": means the contractual agreement between the Parties, consisting of the Order Form, the General Terms, their annexes and any amendments. • "Intellectual Property Rights": means all rights whether registered or not, including patents and patent applications, trademarks and trademark applications, designs and models, copyrights, including copyright applicable to software, related rights including producers' rights and performers' rights, sui generis rights, including database producers' rights, and other related rights including rights applicable to domain names, company names, trade names and signs, rights relating to know-how and trade secrets, manufacturing secrets or any equivalent form of protection existing worldwide. • "Installation": means the process aimed at integrating Client Content into the Solution, configuring associated Accounts and any configuration or adaptation necessary for the proper functioning of the Solution by the Client. • "Partner": means all judicial commissioners and lawyers partnered with Cleavr. • "Party": means, in the singular, individually Cleavr or the Client, and, in the plural, collectively, Cleavr and the Client. • "Commitment Period": means the contractual period during which the Solution is provided for the duration determined in the Order Form. • "Personal Data Regulations" or "GDPR": means 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, as well as Law No. 78-17 of 6 January 1978 on Information Technology, Data Files and Civil Liberties in its latest version in force. • "Solution": means the solution published by Cleavr accessible from the address app.cleavr.fr/ and all its subdomains. • "User": means any person authorized and designated by the Client or the Administrator to use the Solution. Unless the context requires otherwise, definitions in the singular include the plural, and vice versa.

Purpose of the General Terms

The General Terms are intended to govern the contractual relations between the Parties regarding the provision of the Solution. The use of the Solution by Administrators and Users is governed by general terms of use specified in Annex 3. The Parties undertake to collaborate in good faith and to use their best efforts to perform their respective obligations.

Contractual documents and hierarchy

The Contract consists of the Order Form, the General Terms and their annexes. In the event of a contradiction between these different contractual documents, they shall prevail over each other according to the following hierarchy: (1) the Order Form, (2) the annexes, and (3) the General Terms. If the Parties wish to include other documents in the contractual scope, they must draw up a written document recording their agreement and specifying how it fits with the existing documents.

Description of the Solution

The Solution allows the Client to: - Connect their invoicing tool; - Upload their invoices, including invoices approaching their due date or unpaid invoices for recovery purposes; - Contact the Client's debtors automatically by email, SMS, voice message and/or call (as chosen by the Client) in order to claim payment of invoices and, where applicable, late payment interest, penalties and other compensation owed by the Client's debtor; - Track the progress of reminders and any payments made; - View communications exchanged in the context of invoice recovery. Cleavr also has a network of judicial commissioners and lawyers. Thus, when no payment has been made by the Client's debtor after several reminders, the Client authorizes Cleavr to call upon its Partners in order to obtain amicable recovery of the invoice. The Partners' actions are visible in the Solution. The Client understands that neither Cleavr nor its Partners directly collect payments and that the debtor is invited to make payment to the Client according to the payment terms specified by the Client. At the Client's request, Cleavr may propose the creation of an account in the Client's name with third-party providers for payment collection, in particular Stripe Connect. The Client understands and agrees to be subject to the terms of these providers. In particular, in the event of creating a Stripe Connect account, the Client agrees to be subject to the Stripe terms: https://stripe.com/en-fr/legal/connect-account. Payments collected through these accounts remain the exclusive property of the Client. When the amicable recovery procedure has not resulted in payment of the invoice, Cleavr may introduce the Client to Partners for the purpose of pursuing litigation recovery. In the event of refusal by the Client, or when litigation recovery has not resulted in payment of the invoice, Cleavr may provide the Client with a document justifying the non-recovery of the invoice.

Cleavr's Commitments

Cleavr undertakes to make the Solution available to the Client under the conditions described in the Order Form and according to the settings chosen by the Client, its Administrators and/or Users in the Solution.

6.1. Installation of the Solution

Cleavr undertakes to carry out the Installation of the Solution from the effective date and to use its best efforts to complete this Installation within the Installation period agreed between the Parties. The Client understands and accepts that, unless otherwise stipulated in the Order Form, the Installation period has no effect on the duration of the Commitment Period, and that this duration depends on their availability, responsiveness and cooperation. The Client undertakes to provide all the assistance, information and resources that Cleavr may need to facilitate the Installation. In this respect, the Client acknowledges that the Installation period is given for indicative purposes only. In the event of a delay of less than thirty (30) days or a delay attributable to the Client in the Installation, the Client acknowledges that Cleavr shall not be held liable if Cleavr promptly notifies the Client of this delay and communicates the additional time required to complete the Installation of the Solution. Upon completion of the Installation, Cleavr shall notify the Client in writing by any means. In the absence of any dispute regarding the functioning of the Solution within seven (7) business days from the written notification, it shall be deemed that the Client tacitly acknowledges the end of the Installation period. In the event of a dispute regarding the effective functioning of the Solution accepted and acknowledged by Cleavr, the Installation period shall be extended by mutual agreement between the Parties. The Client understands and accepts that the functioning and use of the Solution may be imperfect due to technical adjustments throughout the Installation period. It is specified that the provisions of Annex 1 shall apply from the beginning of the Installation.

6.2. Due diligence for invoice recovery

Cleavr undertakes, as a best-efforts obligation, to implement all reasonable technical and human means to enable the Client to recover its invoices. In this context, the Client understands and accepts that: - Cleavr may contact persons not identified by the Client when reminders sent to the Client's preferred contacts have not resulted in recovery of the invoice amount. - Cleavr may call upon Partners for amicable invoice recovery, the relationship between Cleavr and the Partner being exclusively managed between Cleavr and its Partner. When Cleavr connects the Client with Partners for litigation recovery of invoices, the Client is solely responsible for entering into and managing the relationship with the Partner.

6.3. Availability of the Solution

Cleavr endeavors to ensure accessibility to the Solution 7 days a week, 24 hours a day, subject to testing, installation, breakdown, repair or maintenance phases. The availability rate guaranteed by Cleavr is indicated in the SLA provided in Annex 2. The Client understands and accepts that slowdowns, disruptions or interruptions in access to the Solution may result from technical hazards related to the internet, telecommunications networks and the innovative nature of the Solution. The Client also understands and accepts that access to the Solution may be momentarily interrupted due to maintenance and update operations. Consequently, Cleavr cannot guarantee stable and permanent availability of the Solution. Furthermore, the Client is solely responsible for the effectiveness of their Internet connection, the browsers they use and the security of their own IT environment. Cleavr cannot be held liable for difficulties in accessing the Solution due to Internet network disruptions, browser updates, cyber attacks or disruptions related to the Client's fault or negligence, or any modification or failure of third-party tools enabling access to, connection to or use of the Solution, which the Client acknowledges. In the event that browsers recommended by Cleavr evolve and lead to the limitation of certain features of the Solution, Cleavr reserves the right to offer the Client a workaround solution and/or the use of another operating system pending the release of a new version or an update of the Solution and/or a correction of the browser or operating system concerned.

6.4. Maintenance of the Solution

Cleavr undertakes to ensure the maintenance of the Solution, as well as to use its best efforts, as a best-efforts obligation, to resolve any incidents that may affect it. Access to the Solution may be momentarily interrupted for reasons of necessity related to the functioning of the Solution and maintenance operations. In the case of preventive or evolutionary maintenance (functional updates, patches, technical evolutions of the Solution): the Client will be informed of maintenance operations by email sent to the contact address in the Order Form at least forty-eight (48) hours in advance. Cleavr undertakes to carry out these maintenance operations outside the following days and times: Monday to Friday excluding public holidays from 9:30 AM to 5:30 PM. In the case of urgent corrective maintenance (operation necessary to address a significant malfunction of the Solution): the Client understands that these operations may be carried out with reduced notice and at the days and times indicated by Cleavr. Cleavr undertakes to inform the Client as soon as possible by any appropriate means. In the event of a security breach identified by Cleavr that is likely to seriously compromise the security of the Solution and Client Content, Cleavr may proceed, without notice, to a momentary interruption of the Solution in order to remedy the security breach as soon as possible. In this case, the Client may not claim any compensation or hold Cleavr liable for any reason whatsoever. The Client understands and accepts that Cleavr may access and process Client Content (including personal data) in the context of maintenance operations.

6.5. Support

Support requests relating to the Solution are submitted by the Client to Cleavr in accordance with the provisions set out in Annex 2. Cleavr sends the Client an acknowledgment of receipt and undertakes to resolve any incidents that may affect the proper functioning of the Solution in accordance with the SLA provided in Annex 2. The following requests are excluded from support requests: - Requests relating to routine Account administration, including integration of Client Content outside the Installation, malfunction caused by the Client; - Requests outside Cleavr's area of competence, including any request not directly related to features, settings or bugs caused by the Solution and/or in the event of a request contrary to legal provisions in force and/or outside the scope of the Contract. The Client understands and accepts that Cleavr may access and process Client Content (including personal data) in the context of support requests for diagnostic and resolution purposes as applicable.

Client's Commitments

7.1. Payment of agreed amounts

In consideration for access to the Solution, the Client undertakes to pay the Subscription Price and the Installation fees specified in the Order Form and any other amount agreed between the Parties.

7.2. Fair and lawful use of the Solution

The Client expressly undertakes to: - Have all the authorizations, whether legal or contractual, necessary for the use of Client Content in connection with the use of the Solution. In particular, the Client undertakes to use the Solution only for the recovery of valid invoices; - Authorize Cleavr to access the Client's banking tools or invoicing tools in order to enable Cleavr to track and verify payments received by the Client, and in any event notify Cleavr as soon as they receive a payment from a debtor. The Client understands that the debtor may also directly provide proof of payment to Cleavr; - Notify Cleavr in the event of an amicable agreement concluded between the Client and their debtor; - Communicate to Cleavr all elements likely to assist in the recovery of the invoice (any disputes, quotes, signed orders, debtor information, etc.). This information must be accurate, complete and up to date; - Strictly comply with the terms of the license to use the Solution provided in Annex 1; - Use the Solution only in the context of their professional activity and not for unlawful purposes or under conditions not provided for in the Contract; - Not disrupt the proper functioning of the Solution, in particular ensure not to cause bugs or malfunctions of the Solution, notably by uploading Client Content containing viruses or programs that could lead to data destruction or the introduction of bugs of any kind; - Collaborate with Cleavr, in particular by providing all Client Content requested by Cleavr during the Installation in accordance with the deadlines agreed between the Parties and ensuring the accuracy, completeness and integrity of Client Content throughout the duration of the Contract; - Ensure that Administrators and Users maintain the security of their Account, in particular by changing passwords at regular intervals and using a personal, confidential and secure password, avoiding easily identifiable combinations; - Designate a preferred contact to communicate with Cleavr and deploy the qualified personnel necessary to ensure the performance of their obligations; - Take into account Cleavr's advice in order to optimize the use of the Solution, in particular by implementing any update to the Solution or browsers and any tool enabling access to or use of the Solution; - Not harm, directly or indirectly, the reputation or image of Cleavr; - Not take advantage of the Contract and the technologies made available to compete, directly or indirectly, with Cleavr. In general, the Client undertakes not to use the Solution for any purpose other than that provided for in the Contract.

7.3. Compliance with the Contract and guarantee

The Client undertakes to comply with all the terms of the Contract and guarantees compliance with and proper performance of the Contract and any other documents governing the use of the Solution by Administrators and Users. The Client guarantees Cleavr, as a performance obligation, that the Administrators and Users will comply with all the provisions of the Contract and any other documents governing the use of the Solution. In particular, the Client guarantees compliance with and proper performance by Administrators and Users of the license to use provided in Annex 1 and the terms of use set out in Annex 3. The Client understands and accepts that they are solely responsible for the use made of the Solution by Administrators and Users. In this respect, the Client undertakes to bear all the consequences arising from their use of the Solution.

Payments and Invoicing

8.1. Installation Fees

The Order Form specifies the Installation Fees. The Installation Fees are invoiced in a single payment on the effective date.

8.2. Subscription Price

The Subscription Price includes access to the Solution for the Commitment Period. The Order Form specifies the Subscription Price as well as the terms and frequency of invoicing of the Subscription Price. The Subscription Price does not include telecommunications and Internet access costs enabling the use of the Solution, which remain the responsibility of the Client.

8.3. Invoicing

Cleavr invoices the Subscription Price according to the frequency specified in the Order Form. The Client undertakes to pay Cleavr the total amount shown on the invoice within the period specified in the Order Form or, failing that, upon receipt of the invoice. In the event of non-payment of an invoice by its due date, any amount owed by the defaulting Party shall bear interest at a rate equal to three (3) times the legal interest rate, from the first business day of delay. These penalties shall be increased by a flat-rate recovery indemnity of forty (40) euros per unpaid debt, except for legitimate reasons (e.g., dispute over the amount or principle of an invoice).

Intellectual Property

The Solution and all the elements that compose it, including but not limited to software, structures, infrastructures, databases and content of any nature (texts, images, visuals, logos, trademarks...) operated by Cleavr are protected by Intellectual Property Rights. The license conditions for the use of the Solution are detailed in Annex 1. The Client understands and accepts that Cleavr has implemented measures to control the use of the Solution and compliance with the license conditions. The Client remains the owner of all Client Content. The Client grants Cleavr a non-exclusive right, worldwide and for the entire duration of the Contract, to host, use and process their Client Content in order to provide the Solution. The Client understands and accepts that Client Content may be used for training artificial intelligence models related to the operation and development of the Solution.

Warranties

10.1. Cleavr's Warranties

Cleavr warrants that it holds all the rights and authorizations enabling it to enter into the Contract, and in particular (i) to be the holder and/or assignee of all intellectual property rights over the Solution and (ii) to hold all the rights enabling the Client to use the Solution. In this respect, Cleavr indemnifies the Client against any action, claim, demand or opposition by any person invoking an intellectual property right that the Solution may have infringed. In such a situation, the Client undertakes to inform Cleavr within fifteen (15) days of becoming aware of the action and to provide the supporting documents. Cleavr undertakes to bear the financial burden of all damages and interest to which the Client may be ordered by a final court decision based exclusively on the violation of an intellectual property right related to the Solution, excluding costs incurred by the Client to ensure its defense. However, this warranty is only applicable if (i) the existence of the legal action, together with the supporting documents, is notified in writing to Cleavr within fifteen (15) days of the Client becoming aware of it and (ii) the action brought by the third party against the Client does not result from the actions of the Client, Administrators or Users, does not result from a violation of the terms of the license provided in Annex 1 or other documents governing the use of the Solution or Client Content integrated into the Solution. Finally, Cleavr undertakes to subscribe to and maintain a professional liability insurance policy covering all damages that may arise during the performance of the Contract.

10.2. Client's Warranties

The Client warrants that all invoices whose recovery is sought through the Solution are valid and enforceable. The Client further warrants that it holds all the rights and authorizations enabling it to use the Client Content and to use the Solution. The Client acknowledges that Cleavr, as a technical service provider and digital services provider, is not responsible for the accuracy, integrity, quality, legality, reliability and appropriateness of Client Content. The Client therefore indemnifies Cleavr against any action, claim, demand or opposition by an Administrator, User and/or any third party based, directly or indirectly, on the violation of any applicable rule in connection with Client Content or the use of the Solution by the Client, in particular (i) the invalidity of an invoice whose recovery has been requested through the Solution, (ii) a personal right or a right related to personal data, (iii) an Intellectual Property Right, or (iv) the rules applicable to the Client's relations with any Administrator and/or User. The Client undertakes to bear the financial burden of managing any claim made by a third party against Cleavr regardless of its basis, provided that the claim concerns Client Content or is related to misuse of the Solution by the Client. This warranty covers any amount for which Cleavr would be liable at the pre-litigation stage (amount paid in the context of amicable dispute resolution) or litigation stage (any amount paid under a court decision whether final or not) without prejudice to any damages that Cleavr may claim. In the event of a claim or action for infringement or allegation brought against Cleavr, its successors, distributors, licensees, clients, users of the Solution regarding Client Content, Cleavr shall inform the Client within thirty (30) days. If Cleavr so requests, the Client undertakes to intervene alongside Cleavr for the defense of the rights of Cleavr, its successors, distributors, licensees, clients, users of the Solution and to bear all costs (including court costs and attorneys' fees) to conduct the action, as well as all damages awarded to the third party.

Liability

11.1. Cleavr's Liability

The Parties agree that Cleavr's role is that of a technical service provider and digital services provider, so that its liability is strictly limited to the provision of the technological services provided for in the Contract. The Client understands and accepts that the Solution, based on artificial intelligence, may send personalized messages to the Client's debtors. Cleavr is only responsible for compliance with the parameters selected by the Client in the Solution. It is expressly agreed between the Parties that: - Cleavr undertakes to use its best efforts so that the Client obtains payment of the invoice but offers no guarantee on the actual payment of the Client's invoices. - The Solution is provided as is and Cleavr offers no guarantee as to its compatibility with the Client's systems, the use that will be made of it by Administrators or Users and, more generally, as to the fact that the access, use and operation of the Solution will not be occasionally interrupted, blocked or error-free. - Cleavr cannot be held liable for difficulties in accessing and using the Solution when they are due to elements beyond its control, such as Internet network disruptions, the Client's behavior (including lack of information, communication of erroneous information or a delay attributable to the Client) or difficulties in the operation of the Client's systems. In particular, the Client accepts that Cleavr cannot be held liable in the event of unauthorized access, intrusion, loss or compromise of data when they result in particular from (i) the Client's failure to meet its security obligations, (ii) the Client's failure to comply with security recommendations communicated by Cleavr or (iii) the Client's negligence in protecting its access and its own IT environment. - Cleavr has no advisory obligation towards the Client regarding choices made in the use of the Solution. - Cleavr has no role or liability in the relationship between the Client and its debtors. - Cleavr has no liability with respect to the origin, processing and use of Client Content, which is under the exclusive responsibility of the Client. - Cleavr has no liability in the event of accidental or deliberate destruction of all or part of the Solution and/or Client Content by the Client, any Administrator and/or any User, or a third party having accessed the Solution without authorization. Cleavr shall only be liable for direct and foreseeable damages caused by a breach related to access to the Solution. Consequently, Cleavr shall not, under any circumstances, incur liability for other losses and damages suffered by the Client, in particular those that are indirect (by indirect damages, it is meant in particular, without this list being exhaustive, loss of earnings or profits, commercial damages, consequences of complaints, actions or claims by third parties against the Client, even if Cleavr has been warned of their occurrence, with the exception of warranties expressly granted by Cleavr under the Contract). In any event, should Cleavr's liability be established, for whatever reason and whatever the legal basis invoked or retained, all damages combined and cumulated, Cleavr's liability shall be expressly limited and shall not exceed the lower of the following amounts: (i) the total amount paid by the Client to Cleavr in the last twelve (12) months or (ii) ten thousand (10,000) euros. In the absence of one full year of the Contract, the total amount used for calculating the cap is calculated in relation to the time elapsed since the effective date (for example, if a period of nine (9) months has elapsed from the effective date, Cleavr's liability shall be expressly limited and shall not exceed the total amount paid by the Client during the first nine (9) months of the Contract).

11.2. Client's Liability

The Client is exclusively responsible for damages, whether direct or indirect, caused by their use or that of Administrators or Users of the Solution, including damage to their information systems, loss of data, security breaches, non-compliance with rules relating to personal data, non-compliance with rules applicable to the Client's relations with any Administrator and/or User. The Client understands and accepts that they are solely responsible for all damages, whether direct or indirect, caused by Administrators or Users, without the possibility of invoking their liability in the event of damage suffered by Cleavr or a third party. The Client is therefore liable for any harm caused by an Administrator or User.

Duration, Suspension and Termination

12.1. Duration of the Contract

The Contract enters into force on the date and for the duration specified in the Order Form. The Contract is renewed by tacit renewal, for periods specified in the Order Form, unless terminated by one of the Parties no later than seven (7) days before the tacit renewal by registered letter with acknowledgment of receipt. The Contract is renewed under the same conditions as the previous Commitment Period, taking into account, where applicable, any service and/or option and other price modification agreed during the previous Commitment Period.

12.2. Suspension

Upon simple notification by email concurrent with the suspension, Cleavr may unilaterally suspend, partially or totally, access to the Solution temporarily in the following cases: - The Client, an Administrator or a User fails to comply with several obligations under the Contract; - The Client has used the Solution in a manner placing an excessive burden on Cleavr's IT systems; - In the event of an incident or non-payment of amounts due by the Client to Cleavr; - In the event of a security breach or fraud. Access may be restored when the cause of suspension has ceased, it being specified that any suspension of the Contract has no effect on the term or the Commitment Period.

12.3. Termination of the Contract

In the event of a serious breach by a Party of one of its contractual obligations, the other Party may terminate the Contract by sending, by registered letter with acknowledgment of receipt, a letter detailing the alleged breach, with termination being effective upon receipt of the letter by the receiving Party subject to a notice period of fifteen (15) days. The Parties consider in particular that the following constitute a serious breach within the meaning of the Contract, without this list being exhaustive: - For the Client: failure to pay the agreed amounts, irregularities or fraud in the use of the Solution, non-compliance with the warranty referred to in Article 10.2, non-compliance with the terms of the annexes. - For Cleavr: failure to provide access to the Solution for an excessive period, repeated malfunctions of the Solution and non-compliance with the warranty referred to in Article 10.1. Each Party remains bound to perform all of its obligations under the Contract during the period between the notification of termination and the effective date of termination of the Contract. The end of the Contract results in the cessation of the license of use granted under Annex 1 as well as the end of access to the Solution and the return of Client Content.

Modifications to the Contract

13.1. Evolution of the Solution

Cleavr reserves the right to freely evolve the Solution, in particular for legal or technological reasons at its sole discretion, in order to create new features or improve existing features. The Parties agree that any modification not affecting the essential characteristics of the Contract (in particular updates for security reasons, visual modifications in the presentation of the user interface) or contributing to modifying the Solution favorably for the Client (in particular new features of the Solution that do not harm existing ones), is automatically enforceable against the Client without notice.

13.2. Evolution of the General Terms

Cleavr reserves the right to evolve the General Terms, in particular for legal reasons, at its sole discretion. Cleavr will inform the Client in writing of any significant modification to the General Terms at least fourteen (14) days before the end of the Commitment Period. Except in the event of a legal or regulatory obligation or unforeseen or imminent danger, proposed significant modifications will not be applicable before the expiration of the current Commitment Period. The Client may terminate the General Terms at the end of their Commitment Period according to the terms provided in the Order Form. In the absence of termination, the Client acknowledges being bound by the modification from the following Commitment Period.

13.3. Evolution of the Subscription Price

Cleavr reserves the right to evolve the Subscription Price during the Contract, in particular due to substantial evolutions in the features of the Solution and services provided. When the variation of the Subscription Price is due to the subscription to or renunciation of services, modules and/or options excluding free features or to a case of unforeseen circumstances, the new Subscription Price applies without delay, pro rata to the remaining Commitment Period and taking into account the price already paid by the Client where applicable. In other cases, the new Subscription Price is notified in writing to the Client at least fourteen (14) days before the end of the Commitment Period. In the event of refusal of the new Subscription Price so notified, the Client remains free to oppose the tacit renewal of the Contract for the next Commitment Period. The new Subscription Price only applies upon expiration of the Commitment Period.

Confidentiality

Each Party undertakes not to disclose to third parties confidential information exchanged or obtained in the context of the Contract and/or necessary for its performance, throughout the duration of the Contract and for a period of five (5) years from its end. Each Party undertakes to consider and treat as confidential all information communicated to it by the other Party under the Contract. In particular, non-public information associated with (i) access to and use of the Solution, (ii) the price of access to the Solution, (iii) personal data contained in Client Content and (iv) the operation and features of Cleavr's processes, techniques and know-how are among the confidential information whose confidentiality must be preserved by the Parties. Information considered confidential shall remain between the Parties unless compelled (i) to assert their rights in court, in particular - but not exclusively - in the event of non-performance of the Contract by one of the Parties, (ii) by a court decision or (iii) to respond to a request from a tax or customs authority, social security contribution collection bodies, or an auditor or accountant. In the event that one of the Parties is compelled to disclose confidential information, it must imperatively and beforehand inform the other Party as soon as possible by any means (unless it is a request from a tax authority, an auditor, an accountant or a communication to an employee, agent or authorized recipient bound by the same degree of confidentiality).

Personal Data

Each Party undertakes to comply with Personal Data Regulations. Personal data of the Client's representatives, employees or service providers that may be collected by Cleavr and for which Cleavr is the data controller are processed in accordance with Cleavr's privacy policy relating to the use of the Solution, accessible at the following address: https://www.cleavr.fr/privacy. The Parties agree that the Client is, within the meaning of the Personal Data Regulations, the data controller for personal data contained in Client Content as well as the personal data of the Client's debtors, and that Cleavr acts as a data processor. This data is processed in accordance with Annex 4.

Reversibility

If the Contract is terminated or reaches its term, Cleavr and the Client mutually undertake to deploy the necessary resources to carry out reversibility operations as soon as possible if such a request is made by the Client in writing within thirty (30) calendar days from the end of the Contract or its assignment for any reason whatsoever. Reversibility operations will include in particular the return by Cleavr of all Client Content. Cleavr will provide the Client with all the information necessary for the implementation of reversibility. The return may take the form of a download or, if the volume is too large, by sending an external storage medium. It is expressly agreed between the Parties that the cost of reversibility operations is not included in the price of access to the Solution as stipulated in the Order Form and that this service will be the subject of a separate quotation before commencing operations, the cost of which will be determined and invoiced by Cleavr to the Client upon completion of the reversibility operations. The practical arrangements for reversibility operations will be determined jointly between the Parties. In the absence of a request for return within thirty (30) days from the end of the Contract or its assignment for any reason whatsoever, Client Content will be permanently deleted and made unusable, except for specific legal obligations requiring the retention of such data. The Client understands that the integration of Client Content for the training of Cleavr's artificial intelligence models is irreversible and understands that, in this context, Cleavr is unable to extract or delete the elements of Client Content integrated into these models. The Client is informed that this integration does not in any way enable the identification of the Client or the reconstruction of Client Content.

Miscellaneous

17.1. Entirety

The Parties acknowledge that the Contract constitutes the entirety of their agreement and replaces all prior agreements, exchanges or negotiations concerning the provision of the Solution to the Client.

17.2. Severability

In the event that one of the clauses of the Contract is declared null or void by a change in legislation, regulation or by a court decision, this shall in no way affect the validity of the other clauses and the obligation to comply with the Contract.

17.3. Publicity

The Client expressly authorizes Cleavr to use its trade name, company name, trademark and logo in its commercial and promotional documents for the purpose of evidencing the existence of a commercial relationship between the Parties, without prejudice to the confidentiality obligation to which the parties are subject under the General Terms.

17.4. Assignment of the Contract

The Client may not assign all or part of the Contract to third parties without the prior written consent of Cleavr. In the event of (i) a merger by formation of a new company, contribution, partial contribution of assets, merger-absorption, demerger, or any other operation resulting in a universal transfer of Cleavr's assets or (ii) any operation resulting in a change of control, direct or indirect, affecting Cleavr, the contractual relations shall continue without the need to inform or obtain the Client's consent.

17.5. Non-waiver

The fact that the Parties do not require the application of a provision of the Contract, whether permanently or temporarily, is not considered a waiver of the rights arising from that provision.

Applicable Law and Jurisdiction

The Contract is governed and interpreted by French law. The Parties undertake to submit any dispute or challenge relating to the validity, interpretation, performance and/or termination of the Contract to the exclusive jurisdiction of the Paris Commercial Court (Tribunal des activités économiques de Paris).