GENERAL TERMS AND CONDITIONS

1. Company identification

NEWSCORE SAS (the " Company ") is a société par actions simplifiée (simplified joint stock company) registered in the Paris Trade and Companies Register under no. 981 207 335, with its registered office at 122 RUE AMELOT - 75011 PARIS, France.

The Company can be contacted at the following e-mail address: contact@newscore.fr

2. Services offered and conditions of access to the Service

The Company, a software publisher, offers a suite of solutions accessible on the Internet called "NEWSCORE" (the " Solution "), which brings together Artificial Intelligence* agents specialized in economic intelligence, retrieval of publicly available information online (OSINT), competitive intelligence, and informational intelligence. These agents can be used for commercial actions, intelligence, analysis and strategic decision-making (the " Services ").

*definition of artificial intelligence agents: an artificial intelligence agent (the "AI Agent(s)") is software that can interact with its environment, collect data and use it to perform self-determined tasks to achieve predetermined goals.

The Customer is :

A natural person with full legal capacity;
Or a legal entity acting through a natural person with the power or authority required to enter into a contract in the Customer's name and on his behalf.

The Customer is a professional, understood as any individual or legal entity acting for purposes within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name or on behalf of another professional.

3. Documents relating to the contractual relationship between the Customer and the Company

The contractual relationship between the Customer and the Company is governed, in descending hierarchical order, by the following documents:

The order form (the " Order Form ")

It is drawn up by the Company on the basis of the Customer's requirements
The Customer must accept it in writing (including by e-mail) within the period indicated on the Order Form. This acceptance implies acceptance of the General Terms and Conditions in their version in force at the date of the Order Form;
In the event of contradiction, the Order Form shall prevail over the General Terms and Conditions.
In case of contradiction, the most recent Purchase Order takes precedence over the oldest one(s).

General terms and conditions (the " General Conditions ")

They define :

Terms and conditions of use of the Company's Services,
The respective obligations of the Parties.

4. How to subscribe to the Services

To subscribe to the Company's Services, the Customer may contact the Company directly using the contact details given in the article " Identification of the Company ".

The Customer must provide all the information requested by the Company.

The Company will create one or more customer accounts (the " Customer Account(s) ") which will enable the Customer to access the Services. There are three levels of Customer Account:

Administrator: can add and delete users. Has a "meta" view of all agents in his organization. Can perform Editor and Reader tasks.
Editor: can create, modify and delete agents. Can create dynamic dashboards. Can program and send newsletters and reports. Can define agent readers.
Reader: can access agents selected by the Administrator or Editor.

Only employees and corporate officers of the Customer, as defined in current labor and public law, may open a Customer Account. To do so, they must have an electrical address in the customer's name. The Company does not limit the number of Customer Accounts. To request an additional Customer Account, please contact contact@newscore.fr.

5. Description of Services

5.1 Services

To subscribe to the Company's Services, prior to any subscription, the Customer may consult the characteristics of the Services on the NEWSCORE website.

The Customer acknowledges :

Have taken cognizance of the characteristics and constraints, particularly technical, of the Company's Services,
That the use of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which the Company is not responsible.
That paid training in the use of the Solution is compulsory for each "administrator" and "editor" level user of the Solution at the time of subscription to the Services, and for each new "administrator" and "editor" level user during the subscription period. This one-hour training course is invoiced at 250 euros per trainee, excluding VAT.

The Services to which the Customer has subscribed are described in the Purchase Order.

5.2 Additional benefits

Analyst training :

The Company offers additional training courses for analysts and market watchers, as part of the use and optimization of the Software Solution. These training courses are customized to suit the profile of the trainee, the customer's field of activity, and his use of the Solution. For further information, please contact contact@newscore.fr.

Maintenance :

For the duration of the Services, the Customer benefits from maintenance, in particular corrective and evolutionary maintenance. In this context, access to the Solution may be limited or suspended.

Concerning corrective maintenance, the Company makes its best efforts to provide the Customer with corrective maintenance in order to correct any malfunction or bug found in the Software.

With regard to evolutionary maintenance, during the term of the Services, the Customer benefits from evolutionary maintenance, which the Company may carry out automatically and without prior notice, and which includes improvements to the Software's functionalities and/or technical installations used within the framework of the Software (aimed at introducing minor or major extensions).

The Customer acknowledges and accepts that the Company may also deactivate or modify non-essential functionalities during the term of the Services.

The Software may also be limited or suspended for scheduled maintenance.

Accommodation :

Under the terms of a best-efforts obligation, the Company hosts the Solution, as well as the data produced and/or entered by/on the Solution, on its servers or via a professional hosting provider, and on servers located in a territory of the European Union.

Technical assistance :

The Customer acknowledges and accepts that the Company does not intervene in the Customer's choice of economic intelligence subjects, in the configuration of its AI Agents, in the use of information gathered by the Solution, nor in the creation and integration of the Customer's newsletter.

6. Duration of Services

The Customer subscribes to the Services on a subscription basis (the " Subscription ").

The Subscription begins on the day it is signed on the Purchase Order for an initial period of twelve months.

Notwithstanding the foregoing, the Customer acknowledges and accepts that the Solution will be made available to him within a reasonable period of time from the date of subscription.

The Subscription is tacitly renewed, for successive periods of the same duration as the initial period (together with the initial period, the "Periods"), from date to date, unless the Subscription is terminated under the conditions of the " Termination of Services " article.

7. Company's financial conditions

7.1 Service prices

The prices of the Services to which the Customer has subscribed are indicated in the Order Form. The Company is free to offer promotional offers or price reductions.

Any Period started is due in full, regardless of whether the Services are actually used by the Customer.

The Company's prices may be revised at any time under the conditions set out in the article " Modification of the General Terms and Conditions ".

7.2 The Company's invoicing and payment methods

The Company sends the Customer an invoice by any useful means.

When invoicing is monthly, payment is made by direct debit on a monthly basis as of the Subscription subscription date.

In the event of renewal of the Subscription, the Customer must pay the following periodicity in the week following the renewal in one instalment at the price mentioned in the article " Price of Services ".

The Customer warrants to the Company that he/she has the necessary authorizations to use this method of payment.

7.3 Consequences of late or non-payment

In the event of non-payment or late payment, the Company reserves the right, from the day after the due date shown on the invoice, to :

Declare all sums owed by the Customer to be in arrears and immediately payable,
Immediately suspend the Services in progress until full payment has been received,
Invoice late payment interest equal to 3 times the legal interest rate, based on the amount of sums not paid by the due date, and a flat-rate indemnity of 40 euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.

8. Intellectual property rights

8.1 Intellectual property rights on the Software and the Solution

The Software and the Solution are the property of the Company, as are the infrastructures, databases and content of any kind (texts, images, visuals, music, logos, trademarks, etc.) that it uses. They are protected by all applicable intellectual property rights or database producers' rights. The license granted by the Company to the Customer does not entail any transfer of ownership.

Data and content manually integrated into the Solution by the Customer are not the property of the Company. The Company cannot be held responsible for data and content manually integrated into the Solution by the Customer.

The Customer is granted a non-exclusive, personal and non-transferable Software as a Service license to use the Solution for the duration specified in the article " Duration of subscription to Services ".

8.2 Intellectual property rights on testimonials

In the event of non-payment or late payment, the Company reserves the right, from the day after the due date shown on the invoice, to :

Distribute the testimonials free of charge on the website and on any other French or foreign websites, published by any companies with which the Company has agreements, by any means and on any medium, for the purpose of promoting the Solution,
Translate testimonials into any language,
Modify (notably framing, format and colors) and/or adapt testimonials (notably to the technical constraints of the Solution (alterations or degradations in their quality)).

9. Customer's obligations and liability

9.1 Concerning the provision of information

The Customer undertakes to provide the Company with all the information required to subscribe to and use the Services.

9.2 Concerning the Customer's Account

The Customer:

Guarantees that the information transmitted to the Company is accurate and undertakes to keep it up to date,
Acknowledges that this information is proof of his identity and commits him as soon as it is validated,
Is responsible for maintaining the confidentiality and security of his/her login(s) and password(s). Any access to the Solution using the latter is deemed to have been made by him/her.

"The User acknowledges that the Company shall have the right to take all appropriate measures in such a case. He acknowledges that the Company shall have the right to take all appropriate measures in such a case.

9.3 Use of the Services

The Customer is responsible for its use of the Services and any information it shares or uses in connection therewith.

The Customer expressly acknowledges and accepts that any third party is to be understood as any natural or legal person who may or may not have capital links with the Customer, within the meaning of Articles L.233-1 et seq. of the French Commercial Code.

In the event of breach of this undertaking, the Customer shall owe the Company a lump-sum indemnity equal to the price of the Subscription taken out, which shall be calculated for each third party having had access to the Services.

The Customer undertakes not to use the Services for purposes other than those for which they were designed, and in particular to :

Carrying out an illegal or fraudulent activity,
Undermine public order and morality,
Infringe upon third parties or their rights in any way whatsoever,
Violate any contractual, legislative or regulatory provision,
Engage in any activity likely to interfere with a third party's computer system, in particular for the purpose of violating its integrity or security,
To promote its services and/or sites or those of a third party,
assist or incite a third party to commit one or more of the acts or activities listed above.

The Customer also refrains from :

Copy, modify or misappropriate any element belonging to the company or any concept it exploits within the framework of the Services,
Engage in any behavior likely to interfere with or hijack the Company's computer systems or undermine its computer security measures,
Undermine the financial, commercial or moral rights and interests of the Company,
Market, transfer or give access in any way whatsoever to the Services, to the information hosted on the Solution or to any element belonging to the Company.

The Customer is responsible for the use he/she may make of the data collected as part of the Services.

The Customer indemnifies the Company against any claim and/or action that may be brought against it as a result of the breach of any of the Customer's obligations. The Customer shall indemnify the Company for any loss suffered and reimburse the Company for any sums it may have to bear as a result.

10. Obligations and liability of the Company

The Company undertakes to provide the Services diligently, it being specified that it is bound by an obligation of means to the exclusion of any obligation of result.

In particular, the Company undertakes to use its best efforts to provide the Customer with data enabling it to carry out its commercial, monitoring, analysis and strategic decision-making activities.
The Company neither declares nor guarantees to the Customer any gain of any kind whatsoever and no minimum volume of sales that may be generated as a result of the provision of the Services.

10.1 Concerning the quality of the Company's Services

The Company makes every effort to provide the Customer with quality Services. To this end, it carries out regular checks to verify the operation and accessibility of its Services, and may carry out maintenance under the conditions specified in the " Maintenance " article.

However, the Company shall not be held liable for any temporary difficulties or impossibilities in accessing its Services caused by :

Circumstances outside its network (and in particular the partial or total failure of the Customer's servers),
The failure of equipment, cabling, services or networks not included in its Services or not under its responsibility,
Interruption of Services by telecom operators or Internet service providers,
Customer intervention, in particular through incorrect configuration of the Services,
Force majeure.

The Company is responsible for the operation of its servers, the outer limits of which are constituted by the connection points.

Furthermore, it does not guarantee that the Services, :

subject to constant research to improve performance and progress, will be totally free of errors, defects or faults,
are standard and in no way tailored to the customer's personal requirements, and will meet the customer's specific needs and expectations.

10.2 Concerning the Solution service level guarantee

The Company makes every effort to maintain access to the Solution 24 hours a day, 7 days a week, except in the event of scheduled maintenance under the conditions defined in the " Maintenance " article, or in the event of force majeure.

10.3 Data backup on the Solution

The Company shall use its best efforts to save all data produced and/or entered by/on the Solution.

Except in the case of proven fault on the part of the Company, it is not liable for any loss of data during maintenance operations.

10.4 Data storage and security

The Company provides sufficient storage capacity for the operation of the Services.

The Company makes every effort to ensure data security by implementing measures to protect infrastructures and the Solution, to detect and prevent malicious acts and to recover data.

10.5 Advertising on the Solution

The Company may publish and/or send to the Customer any advertising or promotional messages about its Services and Solutions by any useful means.

10.6 With regard to subcontracting and disposals

The Company may use subcontractors to carry out the Services, and these subcontractors are subject to the same obligations as the Company. Nevertheless, the Company remains solely responsible to the Customer for the proper execution of the Services.

The Company may substitute itself for any person who will be subrogated in all its rights and obligations under its contractual relationship with the Customer. In such a case, the Company will inform the Customer of this substitution by any written means.

11. Limitation of the Company's liability

The Company's liability is limited solely to proven direct damage suffered by the Customer as a result of using the Services.

With the exception of bodily injury, death and gross negligence, and subject to having made a claim by registered letter with acknowledgement of receipt, within a period of one month following the occurrence of the damage, the Company cannot be held liable for an amount greater than the amounts it has received in connection with the provision of its Services.

12. Admissible methods of proof

Proof may be established by any means.

The Customer is hereby informed that messages exchanged in writing, as well as data collected on the Solution and the Company's computer equipment, constitute the main form of evidence accepted, in particular to demonstrate the reality of the Services performed and the calculation of their price.

13. Processing of personal data

The Company and the Customer are each responsible for the processing of the data they collect and use:

The Company: with respect to the data it collects and processes through the Solution,
The Customer: in the case of data that he consults or extracts from the Solution, that he reproduces or, more generally, that he uses for his own needs.

The Company and the Customer undertake, each insofar as it is responsible for its processing, to comply with the regulations applicable to personal data and in particular with the General Data Protection Regulation (EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 - hereinafter: the "GDPR").

In particular :

The Company informs data subjects of the characteristics of its processing and of their rights by means of a "Personal Data Protection Charter", accessible on the Company's website, which data subjects are invited to consult. Data subjects may exercise their rights under the applicable regulations by contacting the Company. The Company guarantees that all other subcontractors that may be required to collect and process personal data on its behalf, as part of the performance of these General Terms and Conditions, implement appropriate technical and organizational measures for the purposes of compliance of such processing with the RGPD and, more generally, with the regulations applicable to personal data. In particular, the Company undertakes to ensure that the terms of intervention of said subcontractors are governed by contractual provisions that comply with the rules of the RGPD.
It is the Customer's responsibility, in the context of its own processing, to carry out the appropriate information to the persons concerned, in particular with regard to their rights and more particularly their right to object to receiving commercial prospecting. In this respect, the Customer is reminded that this information must be provided at the latest at the time of the first communication to the data subject (art. 14 3. B) of the RGPD). In this respect, he is reminded that the original source of the data is public data accessible online, in particular professional social networks.

14. Confidentiality obligations of the Company

Unless otherwise agreed in writing by the other party, the Parties respectively undertake to keep confidential, for the duration of their contractual relationship and 3 years thereafter, all information relating to or held by the other party, of which they may have become aware during the conclusion and performance of their contractual relationship.

This obligation does not extend to :

Of which the receiving party was already aware,
Already public at the time of their communication or which would become public without violation of this clause,
Which would have been lawfully received from a third party,
The communication of which would be required by judicial authorities, in application of laws and regulations or in order to establish the rights of a party within the framework of the contractual relationship between the parties.

Confidential information may be passed on to the parties' respective employees, collaborators, trainees, agents and co-contractors, provided that they are subject to the same obligation of confidentiality.

15. Force majeure

The parties shall not be liable for any failure or delay in the performance of their contractual obligations due to force majeure occurring during the term of their relationship. Force majeure includes :

Any case meeting the conditions of article 1218 of the French Civil Code and recognized by case law,
Strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or failure attributable to a third-party telecommunications provider.

If one of the parties is prevented from fulfilling its obligations due to force majeure, it must inform the other party by registered letter with acknowledgement of receipt. Obligations will be suspended on receipt of the letter, and must be resumed within a reasonable time once the force majeure has ceased.

The prevented party nevertheless remains bound by the performance of any obligations not affected by force majeure and by any payment obligations.

If this case of force majeure lasts for more than 3 months, the Company may immediately terminate its contractual relations with the Customer by any written means.

In addition, should circumstances arise which render the continuation of the contract too onerous for the Company, the latter may also terminate the contractual relationship by giving three months' notice in the manner specified in the " Termination of Services " article.

16. End of Services

To terminate the Services, the Subscription must be terminated no later than three months before the end of the current Period, by email to ludovic.desgranges@newscore.fr or by registered letter with acknowledgement of receipt to the following address:
NEWSCORE SAS
122 RUE AMELOT
75011 PARIS, France.

Any Period started is due in full.

The Customer no longer has access to his Customer Account(s) once the Services have ended.

17. Penalties for breaches

Payment of the price of the Services and the obligations set out in the article " Customer obligations and liability " are essential obligations.

In the event of a breach of these obligations, the Company may :

Suspend or terminate the Customer's access to the Services,
Publish on the Solution any information message that the Company deems useful,
Send the Customer an email or registered letter with acknowledgement of receipt to :
Send the Customer an email or letter terminating the contractual relationship between the Customer and the Company, with the termination taking effect on the date of receipt or first presentation of this letter.
Or to ask the Customer to remedy the breach within a maximum of 15 calendar days. Termination will take effect at the end of this period if the breach is not remedied.

Termination entails deletion of the Customer's Account(s) and does not release the Customer from full payment of invoices issued prior to said termination. Nor does it exempt the Company :

To warn any competent authority, to cooperate with it and to provide it with all information useful for the investigation and repression of illegal or illicit activities,
take any legal action.

These sanctions are without prejudice to any damages that the Company may claim from the Customer.

18. Modification of the General Terms and Conditions

The Company may modify its General Terms and Conditions at any time and will inform the Customer by any written means (and in particular by e-mail) at least two months and fifteen calendar days before they come into force.

The modified General Terms and Conditions apply when the Customer's Subscription is renewed.

If the Customer does not accept these modifications, he must terminate his Subscription in accordance with the terms and conditions set out in the " Termination of Services " article.

If the Customer uses the Services after the entry into force of the modified General Terms and Conditions, the Company considers that the Customer has accepted them.

19. Language

In the event of contradiction or dispute as to the meaning of any term or provision, the French language shall prevail.

20. Applicable law and jurisdiction

The General Conditions are governed by French law.

In the event of a dispute between the Customer and the Company, and in the absence of an amicable agreement within 2 months of the first notification, the dispute will be submitted to the exclusive jurisdiction of the courts of Paris (France), unless otherwise stipulated.