General Terms and Conditions

1. Subject

These general terms and conditions for the EVERREADY.AI service (hereinafter the ``GTCS`` or the “Contract”) define how the EVERREADY.AI service (hereinafter the ``Service``) can be accessed and used by its clients and/or its affiliates (hereinafter the ``Client``) for their personal use without requiring prior written express authorisation, clearance or certification from EVERREADY.AI. EVERREADY.AI and the Client are hereinafter referred to as the ``Parties``.

The Service can be accessed either in ``Software as a Service`` mode via the Internet (hereinafter ``Access in SaaS mode``), or using Mobile application (hereinafter the ``Apps``).

The options to which the Client subscribes in the context of the Service are mentioned in the Order Form. It is hereby stated that the number of users (hereinafter the ``Users``) at a given is limited to the values specified in the Order Form. The Users' use of the Service is regulated by EVERREADY.AI's general terms and conditions of use (hereinafter the ``GTCU``) and is subject to the prior acceptance of the GTCU by the Users. In the event of any discrepancy(ies) and/or contradiction(s) between the provisions stated in the GTCU and those in these GTCS, then the provisions in the latter shall prevail over those in the GTCU.

By placing an order with EVERREADY.AI for the use of its Service, the Client accepts the GTCS and expressly renounces its own general terms and conditions of purchase or any other pre-existing document or communication relating to the Order which is not formalised by a written amendment signed by the two Parties.

2. Orders

To place an order, the Client must duly complete and send to EVERREADY.AI a form, issued by EVERREADY.AI, expressing the Client's commitment which the Client must or agree upon specific conditions of services with EVERREADY.AI, (hereinafter the ``Order Form``). Such Order Form shall be accompanied by (i) payment of the agreed amount and (ii) the current GTCS (hereinafter the ``Order``).

An Order Form is considered to be valid and accepted by EVERREADY.AI once EVERREADY.AI has cashed the payment of the amount indicated.

EVERREADY.AI reserves the right to improve the Service at any time and without informing the Client in advance. Service enhancements are deployed in accordance with Article 9.9.

3. Pricing

The prices are indicated in the Order Form in euros, exclusive of VAT and of any external fees or charges of any kind.

The prices mentioned in Article 3.1 do not include specific developments and/or additional services, including where such developments or services have been requested by the Client, the provision of which shall be invoiced specifically by EVERREADY.AI (hereinafter ``Additional Services``)

EVERREADY.AI reserves the right to modify its prices at any time. Price changes are applicable immediately to any new Order. For Services in use, in the event of a price increase, the Client shall be informed thirty (30) calendar days by e-mail before the effective date of the new prices. As a result, the Client will have, from this notification, a period of thirty (30) calendar days to terminate without penalty the Subscription and/or the Rental, by registered letter with request for acknowledgment of receipt. Otherwise, the Client will be deemed to have accepted the new prices applicable to the Service.

4. Payment Terms

Invoices are sent to the Client by any possible means (electronic or postal) and
must be paid not later than thirty (30) days after the invoice date unless otherwise
stated in the Order Form. EVERREADY.AI may require the payment of the full price of the Service in order to validate the Order. With regard to Subscriptions Rental, and/or Purchase (definitions of which are given below), EVERREADY.AI may require payment in advance of all or part of the amounts which must be paid by the Client to cover the duration of the Client's commitment. No discount is awarded for early payment.

Any invoices not paid when they reach their due date shall accrue interest based
on a rate equal to three (3) times the current statutory base rate, plus five (5)
percentage points, starting from the date when the invoice becomes due and without notification.

In accordance with the provisions of articles L.441-3 and L.441-6 of the French
Code de commerce, any late payment shall require, as of right, the payment by the
professional debtor of a fixed fee to cover the costs of recovering the debt of forty
(40) euros. Notwithstanding the above, the value of this fee shall be increased up to the value of the actual cost of recovery, subject to justification, if these costs exceed forty (40) euros.

Moreover, if the Client fails to settle by the due date an invoice sent to the Client,
EVERREADY.AI reserves the right to suspend the Client's access to the Service, to cancel the Subscription, to keep by way of initial compensation the sums already received under the terms of the Order concerned, and without prejudice to any other compensation and any other means of recovery. The suspension of the access to the Service will occur thirty (30) days after sending a formal notice to the Client remaining ineffective and indicating the intention to enforce this Article and not followed by regularization. The suspension referred to above shall not be considered as unavailable time of the Service in the context of the implementation of the Service commitments provided for in Article 9.8 of the GTCS.

5. Access in SaaS Mode

The Client may subscribe to Access in SaaS mode for an initial period of time
specified in the Order Form (hereinafter the ``Subscription``). Unless otherwise
agreed in the Order Form, the Subscription shall automatically renew for successive periods of the same duration, unless prior notification of the parties by registered letter with acknowledgement of receipt at least thirty (30) days prior to the end of the current term.

The Service can be accessed via a website (hereinafter the ``Website``) and
requires the use of personal login IDs provided by EVERREADY.AI.

The Client agrees to make available, at its own expense, high-speed Internet
access (not included in the Subscription).

EVERREADY.AI hereby reminds the Client that the Internet network used to access
the Service in SaaS or mobile application mode is an open and informal network, formed by the global interconnection of IT & telecom networks. The Internet & telecom is not managed by any central entity, since each portion of this network belongs to an independent public or private organisation. Its operation is based on cooperation between the operators of the various networks, and there is no obligation incumbent upon the various operators to supply a service or to deliver a specified quality of service. The networks may have unequal transmission capacities and their own policies regulating their use. EVERREADY.AI cannot provide a guarantee that the Internet & telecom network overall shall function correctly and nor, for this reason, can it provide a guarantee against any partial or total inability to access the Service.

6. Conditions of Use of the Service

EVERREADY.AI provides information for the Client about the Service and how it is used (hereinafter the ``Documentation``). This Documentation is accessible online.

The Client undertakes to read carefully the Documentation and any updates to
it and to use the Service in accordance with the provisions stated in this Documentation.

The Client acts as an independent entity and consequently assumes all the
risks associated with its business activities.

The Client is solely responsible for selecting the services to which it subscribes,
for the content of the information and of the files sent, circulated or collected, for
their use and update in the context of the use of the Service.

The Client undertakes to comply with all the legal and regulatory requirements
in force, and particularly those relating to data processing, personal data, data
protection and civil liberties, and notably to declare, where necessary, all processing of data to any competent office and also undertakes to provide the Userss with information about how EVERREADY.AI handles the personal data used in the context of the Service and to pass on to them the information provided in 14.

The Client acknowledges that use of the Service is subject to acceptance of
EVERREADY.AI’s GTCU by the Users of the Service.

All warranties are excluded in the following cases: (i) the Service is used in a manner which is abnormal and/or which does not comply with its intended use (ii) the version of the Service used is not that defined in these GTCS, (iii) the Service has been combined with another product which results or not in an infringement of the rights of a third party, (iv) a third party not authorised by EVERREADY.AI has performed repair or corrective work.

The Client acknowledges that it is solely responsible for the data which it
creates, modifies or deletes.

EVERREADY.AI holds or is vested with all the intellectual property rights pertaining
to the Service (the service, any Additional Services) and grants to the Client, which accepts it, and for its own use, a personal, nonassignable and non-transferable licence to use its rights relating to the Service, to the exclusion of any other use, worldwide, and subject to the full payment of the relevant amounts due.

7. Intellectual property

EVERREADY.AI holds or is vested with all the intellectual property rights pertaining
to the Service (the service, any Additional Services) and grants to the Client, which accepts it, and for its own use, a personal, nonassignable and non-transferable licence to use its rights relating to the Service, to the exclusion of any other use, worldwide, and subject to the full payment of the relevant amounts due.

This licence to use is granted for the entire duration of use of the Service.

The Service may incorporate third-party technologies belonging to other
developers. The rights granted for these technologies are conditioned by respecting various rights and obligations and accordingly the respect of these rights and obligations is imposed on the Client, with the applicable information provided for the Client in the Documentation, which the Client acknowledges.

The Client undertakes to respect EVERREADY.AI's rights and cannot, under any
circumstances, when not using the Service in accordance with the GTCS, for its own use, reproduce, represent, modify, transmit, publish, adapt in any medium
whatsoever, using any means whatsoever, or exploit in any way whatsoever, the
Service without receiving prior written authorisation from EVERREADY.AI.

The Client undertakes to:
- Login to the Service using only the personal and confidential code allocated to him/her (hereinafter the ``Code``);
- Keep his/her Code confidential and notify EVERREADY.AI without delay of any theft or loss of his/her Code;
- Use the Service for its professional needs (internal organization, customer relationship and for any event carried out on its behalf). - The Client prohibits itself to resale (i) the Service; (ii) products or services based on the Service or incorporating all or part of the latter (with the exception of services provided by EVERREADY.AI Partner Clients duly certified or authorized for this purpose by EVERREADY.AI);
- Not to infringe the copyright and/or to harm the image and/or to the reputation of EVERREADY.AI;
- Not to recreate or to attempt to recreate, based on the information provided on the Website, a website and/or software whose purpose is to offer third parties, directly or indirectly, free of charge or subject to payment, the same service or a comparable service, and/or to circulate or sell, in any way whatsoever, information with the intention of assisting a third party to recreate, entirely or in part, a website of this kind or an equivalent website, software of this kind or equivalent software.

The Client undertakes to:
- Login to the Service using only the personal and confidential code allocated to him/her (hereinafter the ``Code``);
- Keep his/her Code confidential and notify EVERREADY.AI without delay of any theft or loss of his/her Code;
- Use the Service for its professional needs (internal organization, customer relationship and for any event carried out on its behalf). - The Client prohibits itself to resale (i) the Service; (ii) products or services based on the Service or incorporating all or part of the latter (with the exception of services provided by EVERREADY.AI Partner Clients duly certified or authorized for this purpose by EVERREADY.AI);
- Not to infringe the copyright and/or to harm the image and/or to the reputation of EVERREADY.AI;
- Not to recreate or to attempt to recreate, based on the information provided on the Website, a website and/or software whose purpose is to offer third parties, directly or indirectly, free of charge or subject to payment, the same service or a comparable service, and/or to circulate or sell, in any way whatsoever, information with the intention of assisting a third party to recreate, entirely or in part, a website of this kind or an equivalent website, software of this kind or equivalent software.

8. Maintenance

For the entire duration of the Subscription, EVERREADY.AI shall provide the Client with technical assistance with a view to addressing problems in accessing or in using the Service.

As part of the provision of corrective maintenance, EVERREADY.AI shall provide the
Client with every update of the version of the Service which was deployed to the
Client (hereinafter an ``Update``), by offering for download. The Client undertakes to implement the measures necessary to ensure that it only uses the latest Update delivered by EVERREADY.AI.

9. Confidentiality

The Parties undertake to preserve the confidentiality of the confidential
information of all kinds exchanged, collected or generated during the Subscription
and for the entire duration of the Subscription, and for a period of trois (3) years starting from the end of the Subscription, for any reason whatsoever. To this
end, the Parties shall refrain from communicating any of this information on any
grounds whatsoever, in any form whatsoever and for any purpose whatsoever and
shall undertake to ensure that this obligation is respected by all its directors,
employees and subcontractors if applicable.

The obligations on the Parties under the terms of this article do not apply to
confidential information with regard to which the receiving Party can prove:
- That it has disclosed this information after first obtaining written authorisation from the other Party or that the disclosure was made by the said other Party;
- That this information was in the public domain when it was passed on by the other Party, or that it entered the public domain after being communicated without this receiving Party committing any fault;
- That this information was received lawfully from a third party not subject to any confidentiality obligation;
- That on the date on which this information was communicated by the other Party, it already possessed this information;
- That the disclosure of this information was ordered pursuant to an imperative legal or regulatory provision, or to a definitive legal decision rendered by a court of competent jurisdiction. The Party which is subject to a disclosure obligation of this kind must, wherever possible, notify the other Party in advance, and, where applicable, request the implementation of all the measures or procedures necessary to protect the confidentiality applicable in this instance.

EVERREADY.AI shall not be held liable for indirect and intangible prejudices (such as loss of business, loss of clientele, loss of opportunity, , etc.), which is expressly
accepted by the Client.

The Client is solely and fully liable for the use of the Service.

In all circumstances, it is expressly agreed by the Parties that, subject to the applicable regulation, the total, for all causes combined, of the compensation, damages and costs of all kinds which may be assumed or paid by EVERREADY.AI for the benefit of the Client, subsequent to a definitive decision endered by a court of competent jurisdiction, cannot exceed an overall maximum amount for all disputes combined whose value is equal to the amounts excluding VAT paid by the Client to EVERREADY.AI under the terms of the disputed Order over the course of the twelve (12) months prior to the occurrence of the event giving rise to the liability.

Client’s Personal Data processing
The Client acts as Personal Data Controller of the Personal Data processing which is carried out by the Client in its name; or on behalf of the Users, or for administering the user accounts, and for any processing directly carried out by the Users in relation to the use of the Service; with no instruction being given to EVERREADY.AI by the Client for such purpose.

10. Data Processing

General data processing framework under the Contract
As part of the performance of this Contract and the provision of the Service, data
relating to the Client and/or the Users or which enable to directly or indirectly identify them are processed or may be processed by EVERREADY.AI, the Client and/or the Users (“Personal Data”). Acting as data controller, each Party determines individually the means of the Personal Data collection and the purposes of the processing activities that such Party carries out as part of the performance of this Contract. This Contract shall not entail joint liability between the Parties regarding Personal Data processing activities nor imply a subcontracting relationship between the Parties

Client’s Personal Data processing
The Client acts as Personal Data Controller of the Personal Data processing which is carried out by the Client in its name; or on behalf of the Users, or for administering the user accounts, and for any processing directly carried out by the Users in relation to the use of the Service; with no instruction being given to EVERREADY.AI by the Client for such purpose.

Parties’ Mutual undertakings
The Parties undertake with regard to their own Personal Data processing, to:
- comply with all applicable legal or regulatory requirements pertaining to the collection and processing of Personal Data, in particular with the provision of Regulation n°2016/679 of 27 April 2016 “GDPR” (hereinafter the “Data Protection Legislation”) and to comply with the GDPR requirements (such as records of processing activities and data protection impact assessment);
- implement any technical and organisational measures to ensure the ongoing confidentiality and integrity of Personal Data and to implement any appropriate safeguards, as may be requested by the GDPR; and store Personal Data for a limited duration which is proportional to the purposes of the relevant processing activities.
Each Party, with regard to its own processing activities, undertakes to provide the data subject with all mandatory information under the Data Protection Legislation and to implement any measures to ensure that enforceable data subject rights are available. Each Party, acting as Personal Data controller, shall ensure the security of all of its Personal Data processing activities. In the event of any damage which the Client may suffer due to EVERREADY.AI’s Personal Data processing activities, EVERREADY.AI’s liability shall be subject to the provisions of Article 9 of the GTCS.

Rights of the data subject
In accordance with the provisions of the Data Protection Legislation (including articles 15 to 22 of the GDPR), the Client has the right to request from EVERREADY.AI access to and rectification or erasure of Personal Data or restriction of processing concerning the Client or to object to processing as well as the right to data portability.
In accordance with the provisions of the Data Protection Legislation, the Client is informed that data that is derived, calculated or inferred from Personal Data provided by the Client are excluded from the right to data portability, to the extent that such inferred data is created by EVERREADY.AI and is not provided by the Client or the Users.
The Client may exercise these rights by accessing its Personal Data on the Website or by contacting EVERREADY.AI: contact@everready.ai
The Client is informed that the Users are provided the information related to EVERREADY.AI’s Personal Data processing relating to the Users in the GTCU which appear on the Users’ devices.
The Users undertake to read and accept the content of EVERREADY.AI’s GTCU prior to the first use of the Service. The Users, who shall be informed by the Client of the provisions of this article, may exercise their rights by emailing EVERREADY.AI at contact@everready.ai

The Client may obtain information about Data Protection Legislation or lodge a
complaint with the French supervisory authority: Commission Nationale de l’Informatique et des Libertés: 3 Place de Fontenoy - TSA 80715 - 75334 PARIS
CEDEX 07

Storage of Data
EVERREADY.AI undertakes to take every reasonable precaution to ensure the physical protection of the Data stored and/or exchanged in the context of the Service in SaaS mode, in accordance with the good professional working practices applicable to the Service and with the provisions of Data Protection Legislation.
EVERREADY.AI shall store Personal Data for the duration of the Contract. From the termination date of the Contract, EVERREADY.AI may retain Personal Data for the necessary duration to comply with any legal or regulatory requirements (including but not limited to taxation requirements).
EVERREADY.AI’s policy regarding the storage duration of Personal Data of the Users is set forth in the GTCU.

11. Termination for Fault

Without prejudice to the other provisions provided for in the GTCS, every Subscription, and/or Purchase may be terminated by either Party in the event of the failure by the other Party to comply with any one of its essential obligations.
In accordance with the provisions of article 1226 of the French Code civil, the termination shall automatically take effect if the defaulting Party fails to remedy its failure within thirty (30) days after formal notice by registered letter with request for an acknowledgement of receipt sent by the other Party indicating its intention to apply this Article, and without prejudice to any damages which the Party which is the victim of the failure may claim as of right.

12. Amendments to the GTCS

EVERREADY.AI reserves the right to amend, at any time, the GTCS which shall then
apply to every new Order.

13. Election of domicile - Applicable law and competent jurisdiction

The Order, Subscription, GTCS and the use of the Service are exclusively subject to FRENCH LAW. All provisions stated in the Vienna Convention on the international sale of goods are excluded. Any dispute and/or demand relating to the dispute which is not resolved amicably shall be submitted, subject to the applicable regulation, to a court of competent jurisdiction under the jurisdiction of
the Nanterre Court (FRANCE).

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