GENERAL CONDITIONS

Legal identification

Groupe FACNOTE, registered in the Marseille Trade and Companies Register under number 813 779 691, whose registered office is at Sky Center la Marseillaise 2B Boulevard Euromediterranée / Quai d’Arenc, 13002 Marseille 2e Arrondissement, which also manages the publication.AcceptanceAs part of the process of registering for the Services, the User accepts these Terms and Conditions of Use, which apply to the use and delivery of the Services offered by FacNote.In any event, the User’s registration on the Site and/or any commencement of use of the Services subjects the User to these General Terms and Conditions of Use. The User is therefore deemed to accept the application of all the rules stipulated herein, as well as those which may be present in any document available on the Site, www.facnote.com, integrated into these general conditions by reference and which govern his relationship with third parties and FacNote, for the duration of his subscription to the services provided by FacNote. The present General Terms of Use are enforceable throughout the period of use of the Services and until new General Terms of Use replace the present ones.The User also acknowledges having accepted the General Terms and Conditions of Sale, and consulted the legal notices appearing on the www.facnote.com platform / prior to registering on the Site.

Developments

FacNote reserves the right to modify these General Terms and Conditions of Use, at its sole discretion, in line with technical developments on the www.facnote.com platform or in its Service offerings, or due to changes in legislation. In the event that essential points affecting the provision of services are modified, the User will be asked to read and approve the new General Terms of Use when logging on to his or her account. In general, the use of the Site and the provision of services to the User are always subject to the most recent version of the General Conditions of Use posted on the Site and accessible to the User at the time of such use. It is the User’s responsibility to consult as often as necessary the General Conditions of Use accessible both on the public part of the Site and in the area reserved for each User. When using the Site and providing Services, the User may be subject to any special conditions posted on the Site and applicable to the provision of Products or Services, which may contain terms and conditions in addition to or in substitution for these General Terms of Use.

Violation

Any violation of these Terms and Conditions of Use entitles FacNote to refuse the User responsible for the violation in question any future use of the Services provided on the Site or on any affiliated site for which FacNote is responsible or to close any account allowing access to one of its sites, without prejudice to any compensation that FacNote may claim from the User responsible for the violation in question.

Proof agreement

Except in cases where a stipulation herein provides otherwise, it is expressly agreed between the Parties that exchanges between them may take place by any means, in particular by electronic mail to the e-mail addresses mentioned in their correspondence, on the Site for FacNote, as part of its registration on the Site for the User, or in any other document.The User acknowledges that the recordings and back-ups (including any connection data) made on the Site (hereinafter the “Electronic Documents”) will have full evidential value between the User and FacNote. Accordingly, the Electronic Documents (including their date and time) will be deemed authentic between the parties in the event of a claim or dispute. The User therefore acknowledges, in its contractual relations with FacNote, the validity and evidential value of e-mails and connection records, as well as their reproduction on microfiche, optical or magnetic disks, kept by FacNote, are opposable to the User as evidence.

Personal data

In accordance with the French Data Protection Act of January 6, 1978, the collection of personal data and any processing of such data by the Site have been previously registered with the Commission Nationale de l’Informatique et des Libertés under number: 1764571. Any person may access this information by writing to the CNIL, 21 rue Saint Guillaume, 75340 Paris cedex 07, or by e-mail to decweb@cnil.fr. The operation of the Site may involve the collection of a certain amount of personal data from Internet users (Visitors, Users). The main purpose of this data collection is to ensure that the Site is displayed correctly on the Internet user’s screen and to compile general visitor statistics. Certain personal data may be collected through the use of “cookies” files stored by the server hosting the Site on the Visitor’s hard disk in order to facilitate navigation on the Site or to establish general static data on Site traffic. Although they do not enable direct identification of the Internet user, the CNIL considers them to be personal data. The information collected in this way is not communicated or sold to any third party, with the exception of legal hypotheses organizing compulsory communication to legal authorities. FacNote does not store any data other than that required for billing and payment purposes. A fortiori FacNote does not transfer any personal data collected on its Site to countries outside the European Union which do not offer a level of protection equivalent to that in force within the Union. In the unlikely event that such a transfer is necessary and envisaged, FacNote undertakes to sign a prior agreement with the entity receiving the data, under the terms of which the latter would undertake to provide data protection in accordance with Directive 95/46/EC of October 24, 1995, transposed into French law by the law of July 15, 2004, and to communicate this agreement to the CNIL. Visitors to the Site may refuse to accept cookies by selecting this option in their browser’s toolbar. You are invited to do so if you wish. In this case, browsing comfort, the loading of web pages and the use of certain applications may be altered. For a total rejection of cookies, the User has the possibility to apply, depending on the browser used, the procedures described below, it being clearly understood that the latter are likely to evolve according to the versions of the said browsers: Internet Explorer (Microsoft) : In the Tools menu, click on Internet Options / Click on the Security tab / Click on the Internet icon / Click on Customize Level / Choose Deactivate in the Cookies paragraph (2 times) / Click on OK (2 times) Firefox (Mozilla Foundation) : In the Tools menu, select Options in the tree / Choose Delete Cookies or Delete All / Click OK Other web browsers: please refer to their help pages, or contact their publisher, reseller or your IT consultant. In accordance with article 39 of law n°78-17 of January 6, 1978, relating to data processing, data files and individual liberties, modified by law n°2004-801 of August 6, 2004 (art.5), all Visitors or Users have the right to access, modify, rectify and delete data concerning them. These rights may be exercised by contacting FacNote by post at FacNote Consulting, 73 boulevard viala 13015 Marseille; by telephone on 04 84 49 05 27 or by e-mail at support@facnote.com. Requests are processed within a minimum of one month and a maximum of two months. The following terms whether used in the singular or plural herein shall always have the following definition:“SolutionRefers to all FacNote software solutions, including all functionalities made available at the time of subscription. FacNote software solutions are offered in hosted mode and specifically adapted to this mode of operation; “SoftwareAny software provided by FacNote to the Customer in SaaS mode.“Application ServiceRefers to the service offered in SaaS mode by FacNote, enabling the use of FacNote Solutions by the Customer.“Access codesUsername/password” pair and url giving access to the chosen software used to authenticate and access the User’s personal account (Account), upon registration FacNote will send a confirmation email to the Customer, who must keep the link sent which will enable him to access his subscribed service.“CustomerMeans the company or individual who directly enters into a Contract with FacNote in order to subscribe to the use of one of the online software programs provided by FacNote;“AccountRefers to the account from which the Customer can connect to the use of the FacNote dedicated software, containing the recording of accounting documents, invoices, estimates, bank statements as well as a certain number of other functionalities as described in the General Conditions of Use (legal notice) and made available by FacNote for the duration of the Contract;“ContractRefers to the present document, to which are added the General Conditions of Use as set out on the Website prior to subscription to the Service;“DataData means the information, publications and, in general, the data in the Customer database, the use of which is the subject of the present contract, which may be consulted only by Users and by a FacNote administrator following a written request sent by the customer to the support@facnote.com teams;“Personal DataRefers to data which, within the meaning of the French Data Protection Act of January 6, 1978 (amended by the Decree of November 4, 1991 and by the Act of August 6, 2004 transposing Directive 95/46/EC), makes it possible to designate or identify, directly or indirectly, a natural person;“RegulationsRefers to all statutes, laws, regulations, standards or codes of conduct, whether mandatory or not;“UserRefers to the legal entity having opened a Customer account on the Site.“Interface expert-comptableAllows a chartered accountant to view all of his corporate clients who has previously registered him or delegated FacNote to create these corporate clients.

APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SERVICE

Purpose – Description of Services

Through the FacNote service, FacNote offers a range of online software that enables customers to manage their administrative tasks, depending on their business. To this end, FacNote has set up a series of online software applications that enable customers to produce estimates and invoices, integrate their expenses (expense accounts and company charges), their bank statements and obtain indicators, and manage their real estate assets by subscribing to leases, managing the centralization of supplier invoices and many other service functionalities that are described on the www.facnote.com website.

Application solutions and security

FacNote provides the Customer with the Solutions accessible on its server via the Internet and grants the Customer the non-exclusive right to use the FacNote Solutions.FacNote provides Data hosting, maintenance and security for the Solutions. Secure server hosting with a specialized service provideŕ OVH, with controlled physical access to the server rooms and guaranteed availabilitý in terms of bandwidth 24/7; redundant power supplies, air conditioning, fire securitý, anti-intrusion securitý. Our accommodations are located in France and can extend to Europe.Daily data backups.Services are provided in accordance with the “rules of the art” and have an obligation of means.

Networks

The Customer is granted access rights for the number of users specified. He may connect at any time – with the exception of maintenance periods: 24 hours a day,7 days a week,including Sundays and public holidays,Access is via the customer’s fixed or mobile computer, using the user ID and password supplied to the customer.Identifiers are intended to restrict access to the Solutions covered by the Contract to the Customer’s Users, to protect the integrity and availability of the Solutions, and the integrity, availability and confidentiality of the Customer’s Data as transmitted by Users.Identifiers are personal and confidential. They may only be changed at the Customer’s request. The Customer undertakes to do everything in his power to keep his Identifiers secret and not to divulge them in any form whatsoever. The Customer is entirely responsible for the use of the Identifiers and is responsible for the safekeeping of the access codes issued to him. The Customer shall ensure that no other unauthorized person has access to the Application Services and Solutions. In general, the customer assumes responsibility for the security of individual workstations accessing the Solutions. In the event that the Customer becomes aware that another person is accessing the Solutions, the Customer will inform FacNote without delay and confirm this by registered mail. In the event of loss of one of the identifiers, the Customer should contact the teams at the following e-mail address support@facnote.com.

3.7 Application quality

The Customer is aware of the technical hazards inherent in the Internet, and of the access interruptions that may result. Consequently, FacNote cannot be held responsible for any unavailability or slowdown of the Application Services. In addition, it is the Customer’s responsibility to respect the volume thresholds recommended by FacNote and to inform FacNote of any increase in its processing capacity requirements. The Application Services may be suspended from time to time due to maintenance work required for the proper operation of FacNote’s servers. If the Application Services are interrupted for maintenance, FacNote undertakes to inform the Customer so that it can make arrangements sufficiently in advance to avoid any disruption to its business. FacNote shall not be liable for any impact this unavailability may have on the Customer’s business. Secure HTTPS access (data encryption: 128-bit encryption)Authentication via database-encrypted login and password (irreversible encryption algorithm)Data access rights and authorizations through user and rights managementEach user has access only to the data that concerns him or her and that is authorized according to the rights assigned to him or her by the customer.

LICENCES

FacNote grants the Customer a personal, non-exclusive, non-assignable and non-transferable right to use the Solutions for the duration of the Contract and for France.The Customer may only use the Application Services and Solutions in accordance with its needs. In particular, the license for the Solutions is granted for the sole and exclusive purpose of enabling the Customer to use the Services, to the exclusion of any other purpose. The right of use means the right to represent and implement the Application Services in accordance with their intended purpose, in SaaS mode via a connection to an electronic communications network. The Customer may under no circumstances make the Solutions available to a third party, and is strictly forbidden from any other use, in particular but not limited to any adaptation, modification, translation, arrangement, distribution or decompilation.

MAINTENANCE

FacNote supports and maintains the Solutions.A telephone support service to deal with anomalies is available from Monday to Friday, 9 am to 6 pm.Reports of serious faults must be confirmed by e-mail without delay directly to FacNote. FacNote will diagnose the anomaly and correct it as soon as possible. FacNote does not guarantee the correction of faults in the following cases:refusal by the Customer to cooperate with FacNote in resolving the anomalies and in particular to answer questions and requests for information;use of the Application Services in a manner that does not comply with their intended purpose;unauthorized modification of the Solutions by the Customer or a third party;failure of the Customer to meet its obligations under the Contract ;implementation of any software package or operating system that is not compatible with the Application Servicesinternet network failure ;wilful act of damage, malice, sabotage ;deterioration due to force majeure or misuse of the Application Services.

FacNote WARRANTIES AND WARRANTY EXCLUSIONS

FacNote shall not be held liable, either civilly or criminally, in the event of a false declaration by the User.FacNote does not warrant that (i) the Solution will meet all of the User’s requirements, (ii) the Solution will be continuously available without interruption, or without error. FacNote makes no warranty, express, implied, statutory or otherwise, as to the performance or results of the information it distributes or the Services it offers. FacNote software is deemed to be made available to Customers “as is” without any specific adaptation measures. They are similar to standard software packages, which cannot meet all the specific needs of customers. It is therefore the Customer’s responsibility to check the suitability of the services offered by FacNote for their needs and to take all necessary precautions. However, FacNote shall in no event be liable for any indirect and/or incidental damages (including loss of revenue, business interruption, delay, loss of opportunity or otherwise) resulting from the use or inability to use the solution by the User.Under no circumstances shall FacNote be held responsible, directly or indirectly, for any damage caused to the Customer or to a third party as a result of the use of one of the FacNote Solutions, whatever the cause. In the same way, FacNote cannot be held directly or indirectly liable for any prejudice caused to the Customer or a third party as a result of the non-availability or malfunction of one of its Services, whatever the cause or duration. FacNote does not accept responsibility for compensation for direct or indirect, material or immaterial damage caused by the use of any of its Services. It is the Customer’s responsibility to take out insurance covering this type of risk, or to be his own insurer. Customers and Users of FacNote solutions waive all claims against FacNote, its subcontractors and partners. In the event that FacNote is held liable, compensation for the damage suffered may not exceed the amount of the annual subscription for the Service in question for one User. The present clause is considered essential and determining by FacNote, which would not have contracted without it. Furthermore, FacNote shall not be liable for any direct or indirect damage resulting from the use of data accessible via the Internet. The Customer acknowledges that nothing herein shall relieve the Customer of the obligation to pay any amount due to FacNote under the Contract. In the event that all or part of the Site is recognized as illegal under local law, it is the User’s responsibility to access and provide services from other territories where he/she is deemed to be legal and where his/her personal status permits. The User who chooses to access the Site in order to deliver his services from other locations does so on his own initiative, with full knowledge of the facts, at his own risk and it is his responsibility to assume the application of local public rules.

FORCE MAJEURE

Any event beyond the control of either party and against which it could not reasonably guard constitutes force majeure and suspends the obligations of the Parties.The Parties agree, without this list being limitative, that force majeure includes damage originating or caused by a strike affecting one of our direct or indirect suppliers, breach of contract by a supplier, a power cut, failure of the IP networks on which we depend, war, riots or civil unrest, terrorist attacks, etc. ….However, should the suspension continue beyond a period of three months, each of the Parties reserves the right to terminate this Contract immediately and by operation of law, without compensation, without prior notice, after sending a registered letter with acknowledgement of receipt notifying this decision.

PRIVACY

All information, data and documents of any kind communicated by one of the Parties to the other for the purposes of the Contract, whether orally, in writing or by electronic means, including, without limitation, any concept, industrial strategy, marketing plan, meeting minutes, memorandum, analysis, model, drawing, prototype, sample, model, improvement, improvement, development, methodology, trademark, software, software package, know-how, whether or not such information is protected by intellectual and industrial property rights, shall be deemed to be confidential.Information not specifically designated as confidential is treated as such when it can reasonably be expected to provide a Third Party with a financial or competitive advantage, or when its revelation may constitute a financial loss for one or other of the present Parties. Neither Party shall be liable for unlawful acts of Third Parties or any other acts beyond its control that may result in breaches of the confidentiality obligation. However, the obligation of confidentiality does not apply to information:which were known to one of the Parties, without any obligation of secrecy, prior to their transmission by the other Party;which are legitimately obtained from Third Parties by one of the Parties;which are developed independently by one of the Parties;which are or become publicly available, without there being any breach of the undertakings given by each of the Parties under the Contract.are reasonably disclosed to employees, suppliers or others, for the performance of this Contract;are reasonably disclosed to professional advisors;must be disclosed by law or competent authority.Notwithstanding the foregoing, each of the Parties may, in a reasonable manner, mention the name of the other Party as well as an objective description of the nature of the services, which are the subject of this Contract, in its reference lists and proposals to prospects and customers, in communications to its personnel, internal management planning documents, annual report to shareholders, as well as in the event of legal, regulatory or accounting provisions requiring it.The provisions of this article shall remain in force for five (5) years following the disclosure of the confidential information or the termination of the Contract for any reason whatsoever.

NOTICE

All notices and notifications provided for in this Agreement shall be sent to the address given at the head of this document in the case of FacNote, and to the address given by the Customer when subscribing to the Services, regularly updated if necessary, in accordance with the provisions hereof.All notifications made hereunder shall be validly made and deemed received under the following conditions:fax – on receipt by the sender of an error-free transmission report ;E-mail – at date of dispatch ;registered letter – the day after the date on the acknowledgement of receipt.

INTUITU PERSONAE

In view of the importance to FacNote of this partnership with the Customer, and in particular the consistency and control of its commercial policy, this Agreement may not be transferred by the Customer to any third party, for any reason whatsoever (in particular in the event of a change of control of the Customer), without the prior written consent of FacNote.In addition, each Party retains the direction, management and responsibility of its company. This Agreement shall have no effect on the independence of either party and shall not result in any relationship of subordination, agency or representation between them or with respect to third parties.

TRANSFER

FacNote may delegate all or part of the performance of this Agreement and subcontract all or part of the Services to any company (i) owning directly or indirectly more than 50% of the shares of FacNote or (ii) owned by FacNote or by any company whose shares are owned by a company owning directly or indirectly more than 50% of the shares of FacNote or (iii) duly approved by FacNote as a subcontractor. INTEGRALITYThis Agreement, together with its Annexes, expresses the entire agreement between the Parties with respect to the subject matter of the Agreement. They shall prevail over any previous communication or agreement, whether written or verbal. DIVISIBILITYIf any provision of this Agreement is held to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect.DISPUTES AND JURISDICTIONThe Contract is governed by French law.This Agreement shall be governed by and construed in accordance with the laws of France.Any dispute that may arise concerning, among other things, the validity, interpretation, performance or non-performance of this Contract shall fall within the exclusive jurisdiction of the Marseille Commercial Court.