Terms and Conditions

CAPSULE SAS GENERAL TERMS AND CONDITIONS OF SERVICE 

Version of February 2025

The CAPSULE Company (hereinafter referred to as “CAPSULE” or “We” / “Us”) designs and markets a  solution called “TOPO”, which consists of a sales agent combined with an artificial intelligence application that,  after implementation and training, is designed to improve the efficiency of commercial prospecting (hereinafter  referred to as the “Solution”). The business is operated through its published website, available at  <www.topo.io> (hereinafter referred to as the “Website”). 

These terms and conditions (hereinafter the “Terms and Conditions”) apply to any entity or person acting on  behalf of an entity that has subscribed to the Solution and associated services as defined herein, either online,  through the Website, by exchanging e-mails with CAPSULE or on paper (hereinafter the “Client” or “You”).  They govern access and use by the Client of the Solution, related services and any other services provided  through the Website and by CAPSULE. 

The Client has confirmed its interest in using the Solution and Related Services and, to this end, has agreed to  the Specific Terms and Conditions proposed by CAPSULE under the terms of a quotation issued by CAPSULE  or any equivalent document which is accepted by the Client and deemed to be a valid Purchase Order.  Prior to any use of the Solution and associated services provided by CAPSULE, the Client acknowledges and  accepts the present Terms and Conditions in full and without reservation. Before subscribing to the present  Terms and Conditions, the Client declares to have access to all the necessary information and technical features  of the Solution and related services, and also to have been provided with all the details requested by the Client  concerning its mode of operation and features, and its adequacy  to the Client's needs. 

1. DEFINITIONS 

” Client ” refers to the legal entity and professional client of CAPSULE, identified as such and operating within the scope of its professional activity, seeking to use the Solution and Related Services. 

“ Specific Terms and Conditions ” designates the special terms and conditions signed by the Client that refer to  and are governed by these General Terms and Conditions. This may include a quotation issued by CAPSULE  and accepted by the Client or any subsequent document, any working document or “Statement of Work” (SOW)  issued by CAPSULE and signed by the Client, specifying the range of Related Services selected by the Client,  the Solution details, quantities, applicable rates, deadlines, all of which become Specific Terms and Conditions  within the meaning of the present Terms and Conditions following their acceptance by the Client. 

” Agreement ” : is composed, in decreasing order of precedence, of the Specific Terms and Conditions, the  present Terms and Conditions and its appendices. Should there be any discrepancy between two clauses of these  documents, then the higher-ranking clause shall prevail. The Agreement prevails over any statement by  CAPSULE concerning any sales materials (brochures, website, etc.) in the event of a conflict of interpretation. 

“ Service(s) or Related Service(s) ” refer(s) to the service(s) related to the use of the Solution purchased from CAPSULE by the Client, which concern(s) or is(/are) linked to the relationship between CAPSULE and the  Client, and more generally to the Agreement. The scope and extent of the Services subscribed to by the Client  are set out in the Specific Terms and Conditions.  

” Solution ” refers to the sales agent associated with an artificial intelligence software system designed and  marketed by CAPSULE, which improves commercial prospecting, sales and customer relationship management,  and is the subject of the present Terms and Conditions and of the Special Conditions, as well as of any document  of contractual value entered into between CAPSULE and the Client.  

1

Translated from French by Eve Molho, sworn translator and interpreter in Spanish,  

German, English and French, Judicial Court of Montpellier (CESEDA)  

Phone : +33 (0)7 88 52 89 92 – Web : https://www.em-traductrice-interprete.fr/  

” User(s) ” shall mean, in the singular or plural, the natural person employed by the Customer and expressly  authorized in this capacity by the Client to access and use the Solution and Related Services pursuant to the  present Agreement and for professional purposes only, provided that such person has reached the legal age of  majority in his/her jurisdiction of domicile. The Client shall keep an up-to-date name list of Users and provide  it to CAPSULE upon first request. By default, and unless otherwise agreed between CAPSULE and the Client,  the User must be a legal representative, an employee, an authorized representative or a designated representative  acting at the Client's express and written request. 

2. PURPOSE OF THE AGREEMENT 

The purpose of this Agreement is to govern the provision and use of the Solution and supply of the Related  Services to the Client and its Users for their own business needs and on a non-exclusive basis, as agreed and  detailed under the Specific Terms and Conditions.  

3. AGREEMENT PURCHASE OPTIONS 

3.1. The access to the Solution and Related Services is limited to corporations, public or private institutions that  are duly registered or incorporated in an official register, and which operate within the scope of their professional  activity. Private customers are not entitled to take out a subscription to the Solution and Related Services. At the  time of subscription or upon request, the Client must provide CAPSULE with all the information or official  documents required to justify its status as a registered professional (SIRET number, Trade and Companies  Register RCS number, intra-Community VAT number, “Kbis” (French commercial register) extract, or an  equivalent document in the event that the Client is located outside French territory). The Client undertakes to  communicate all the information deemed necessary at the time of subscription, certifies the accuracy of the data  on the day of entry, and must keep it up to date. If the Client fails to do so, CAPSULE reserves the right to  temporarily suspend access to all or part of the Solution and Related Services or to terminate this Agreement for  convenience without prior notice, notwithstanding the provisions hereof regulating the terms and conditions of  termination. 

3.2. By applying for subscription to the Solution and/or the Related Services and by accepting the terms of the  Agreement, the Client certifies that (i) it has the legal capacity to enter into an Agreement under the laws in  force in its jurisdiction of registration or incorporation, (ii) it has reached the legal age of majority under the  laws in force in its jurisdiction of incorporation, (iii) it is entitled to all the rights, authorizations or powers of  attorney necessary to bind the legal entity which executed the Agreement, (iv) it shall not access the Solution  and Related Services by means of any automated process or devious means, (v) it shall not use the Solution and  Related Services for illegal or unauthorized purposes, infringing CAPSULE's requirements or any applicable  law or regulation. 

4. TERM 

4.1. The Agreement shall become effective as of the last day of signature of the Specific Terms and Conditions for an initial term as specified in the Order Form. The Agreement may be terminated by written notice at least ten (10) days prior to the expiry of such term, either by e-mail to dan@topo.io or by any other type of written notice addressed to the other Party explicitly stating its intention to terminate the Agreement.

4.2. Failure to terminate the Agreement prior to the expiry of the initial term specified in the Order Form or any subsequent agreed term will result in an automatic and indefinite renewal by tacit agreement on the anniversary date of the agreed term. The renewal will be for successive terms identical to the initial term unless terminated by either Party by registered letter with acknowledgment of receipt at least thirty (30) days prior to the expiry of the current term, explicitly stating its intent not to extend the Agreement. Alternatively, renewal terms may be adjusted based on a specific agreement between the Parties as outlined in the Order Form.

5. IMPLEMENTATION OF THE SOLUTION AND RELATED SERVICES 2

5.1 It is the Client's sole responsibility to acquire and maintain at its own expense and under its sole responsibility  all necessary technical resources, in particular the internet access (hardware, software, networks, etc.) or  network, and the required skills to access the Solution and Related Services, as well as to complete all operations  authorized in this respect. In addition, the Client is responsible for the acquisition and maintenance of all  equipment necessary to access the Solution and Related Services and agrees that such equipment may affect the  quality of access to the Solution and Related Services in whole or in part. CAPSULE cannot be held liable in  any way, nor can it provide any remedy or claim in the event of damage or loss of any nature whatsoever  resulting directly or indirectly from the above-mentioned obligation.  

5.2. In order to access and use the Solution and Related Services, the Client must possess the technical  prerequisites procured by CAPSULE.  

5.3 “Kick-off phase" - Prior to the use of the Solution, a so-called kick-off phase must be carried out by means  of a conversational method, which consists in asking the Client to answer various questions related to its activity,  to help CAPSULE understand the Client's specific needs prior to the implementation of the Solution, as well as  its training and operational use by the Client. Therefore, this step is an essential milestone and requires active  collaboration from the Client.  

The Client thus undertakes to ensure that this phase runs smoothly, by implementing all diligence to collaborate  with CAPSULE and by providing all necessary documents or relevant information or data, by appointing a  dedicated decision-maker for the Client, and by conducting all actions requested by CAPSULE in both oral and  written form.  

The Client acknowledges and accepts that failure to communicate such information, data or documents, to name  a contact person and, more generally, late or unresponsive cooperation on the part of the Client, shall constitute  a breach of the Client's obligation to cooperate.  

5.4 “ Training phase ‘ - the kick-off phase is followed by a so-called  

’Solution training phase”, designed to automate the prospecting process by training the Solution according to  the Customer's specific needs and as expressed to date, on the basis of the sole information communicated in  writing to CAPSULE during the kick-off phase. The scope and extent of this stage at the Client's is detailed in  the Special Conditions and implies the active collaboration of the Client under the same conditions as specified  in clause 5.3 above. Both Parties agree with the fact that CAPSULE does not provide any additional development  services, nor services for integrating new functionalities or altering existing functionalities onto the Solution within the scope of this Agreement. Subject to their feasibility and the agreement of CAPSULE, such services  require the acceptance of an estimate signed by the Client's legal representative. 

6. MODALITES OF ACCESS TO THE SOLUTION 

6.1. In order to access the Solution and Related Services, the Client agrees to provide a valid and active e-mail  address along with any information requested by CAPSULE by means of a form or any written document. The  Client is also invited to create a password, which must be alphanumeric and contain a minimum of 12 characters,  comprising upper- and lower-case letters, numbers and special characters. The Client is solely responsible for  the confidentiality and security of its login details and password and undertakes not to disclose them to any third  party on any grounds whatsoever and to treat them as strictly confidential. It is the Client's responsibility to  manage its access codes and to ensure that only authorized Users access and use the Solution in compliance with  the Agreement. The Client undertakes to inform CAPSULE immediately by any means and to notify CAPSULE  in writing as soon as it becomes aware of any risk of abuse or unauthorized use of its login and password, given the serious nature of the facts. CAPSULE can under no circumstances be held liable for any losses or damages  of any kind resulting from the Client's failure to meet this obligation.  

6.2. The Client agrees to disclose the identity and precise number of Users to CAPSULE by any means in  writing, and to inform the latter without delay of any possible changes which may arise over the duration of the  Agreement. 

7. INVOICING – PAYMENT 

7.1. The Specific Terms and Conditions specify the rates and financial terms of the relationship between  CAPSULE and the Client, made up of a subscription payable in cash from the Order date, unless otherwise specified in the Specific Terms and Conditions. The Client acknowledges that it is aware of the tariff details and  characteristics before entering into the Agreement. If during the course of the Agreement, the Client decides to  subscribe to new Services, these additional or complementary services are charged by CAPSULE according to  the applicable rates. 

7.2. All amounts owed by the Client by virtue of the present Agreement are subject to payment (i) by direct  debit from the Client's bank account, (ii) through on-line payment, (iii) or by bank transfer to CAPSULE's bank  account, however in the case of payment by bank transfer only if expressly agreed to in writing by CAPSULE,  who reserves the right not to do so at its discretion and with no need for justification.  

For payments made by direct debit, the Client undertakes to ensure that the bank account provided at the time  of subscription by way of the Specific Conditions is provisioned with sufficient funds for the entire duration of  this Agreement. In the event that the Client wishes to use a different bank account, it agrees to do so with at  least two (2) months' notice, and to provide all relevant bank details and information as requested by CAPSULE.  With regard to online payments, CAPSULE sends the Customer a URL to a third-party payment solution  selected by CAPSULE, according to the terms of use available to the Client prior to payment validation. 

The payment methods accepted are as follows: VISA, MASTERCARD, AMERICAN EXPRESS, UNIONPAY.  In any event and regardless of the selected method of payment, the Client must provide up-to-date, complete  and accurate payment details and is committed to maintaining them up to date. Prices are displayed in euros or  dollars and exclude taxes and charges, to be invoiced directly by CAPSULE.  

Unless otherwise agreed in writing, CAPSULE will not incur any costs relating to international payments. If  any customs duties, import taxes or other taxes apply due to the remote geographical location of the Solution  and Related Services, these fees are payable by the Client, who has been advised to make the necessary  verifications and take the necessary steps prior to submitting their order. 

7.3. The Client expressly accepts that invoices may be issued in electronic form. Each invoice is sent to the  Client by e-mail to the e-mail address indicated in the Specific Terms and Conditions, or in writing prior to  payment. The Client must imperatively provide the invoice on a durable medium before any dispute can be  lodged against it, subject to the additional prerequisite that such a dispute be notified to CAPSULE within thirty  (30) days of the invoice date; if no dispute arises by the end of this period, it implies definitive and unreserved  acceptance by the Client. 

7.4. All prices quoted are subject to annual revision as of right and by simple notice on the Agreement  anniversary date, in accordance with the variation in the benchmark index published by SYNTEC ( French trade  association for research and consultancy firms). The value of the benchmark index is the most recent index  published on the Agreement signature date. CAPSULE reserves the right to increase its rates at any time by  notifying the Customer at least thirty (30) days before the effective implementation date of the new tariffs. The  Client may then terminate the Agreement by sending a registered letter with acknowledgement of receipt to  CAPSULE's head office at least fifteen (15) days before the effective implementation date of the new rates.  Such termination will apply on the expiry of the current subscription and will not entail the application of the  new rates, nor the repayment of any instalments remaining due under the old rates. Failure to cancel or contest  will result in the Client being presumed to have accepted CAPSULE's new rates and will automatically be  applied to the Client's future invoices.  

7.5. In case of late payment and without prejudice to CAPSULE's other remedies, contractual or otherwise,  CAPSULE reserves the right to charge interest on all sums due until full payment is made. Interest will be  capitalized at a rate equal to the higher of the following two rates: (i) three (3) times the legal interest rate in  France; or (ii) the rate of the European Central Bank plus ten (10) points. In addition, CAPSULE is entitled to  obtain from the Client at the very least a fixed sum of Euros 40 (or any other amount fixed by applicable  regulations), by way of compensation for collection costs. CAPSULE also reserves the right to invoice any bank  charges arising from a payment refusal. In the event of non-payment, CAPSULE may suspend access to the  Solution and Related Services, or terminate this Agreement as provided herein. 

8. OBLIGATIONS OF THE CLIENT 

8.1. The Client undertakes to use and guarantees the use made of the Solution and Related Services by its Users  in accordance with the Agreement, all documentation and standards, legal and regulatory provisions in force,  any code of conduct or CAPSULE documentation. The Client shall ensure that any use made of the Solution by  the Client or its Users or any data or settings integrated by the Client or its Users is accurate, stable and not  likely to disrupt operations of the Solution. The Client also declares that its hardware is compatible with the  implementation and use of the Solution. In all circumstances, the Client is solely responsible for its information  system, access to the Solution and any data, files or other documents used by the Client in relation to the  Solution, and undertakes to take all appropriate measures to protect any data or software used by the Client in  relation to the Solution against infection by viruses, logic bombs, Trojan horses or any other harmful or  destructive software, or unauthorized use of the Client's information system by third parties.  

It is up to the Client to take all necessary measures to safeguard and check the quality of its data, and where  appropriate, to subscribe to an insurance policy covering the possible consequences of this type of risk.    

CAPSULE cannot be held responsible for damage resulting from the loss, alteration or damage to the Client's  data, in the event that the Client has not kept a backup copy. In this regard, the Client shall refrain from  downloading, transmitting, facilitating such download or transmission or otherwise attempting to do so, any  virus, logic bomb, Trojan Horse or other destructive or harmful program likely to interfere with the use of the  Solution and Related Services and their features, or likely to interfere with their use, or to modify, harm, disrupt  or otherwise alter them, without this list being exhaustive. In particular, the Client undertakes not to modify,  alter, or allow access to by any positive acts or by abstention, or otherwise customize the Solution, to use it or  allow third parties to use it by any unauthorized means, or to hinder or disrupt its safety, operation, integrity or  performance or any of its components, either directly or indirectly, or by the use of any automatic or  computerized tools.  

The Client agrees not to reproduce, duplicate, copy, sell, exchange, resell, grant access to, transfer, sell, modify,  nor to create derivative works or to exploit for commercial purposes any part of the Solution, the Related  Services, or the computer code underlying the Solution.  

8.2. The Client is liable for all use made of the Solution and Related Services. The Client assumes sole  responsibility for direct or indirect, material or immaterial damages and prejudices caused by themselves or their  Users or staff to CAPSULE and/or to any third party whatsoever, and undertakes to indemnify CAPSULE  against any claims, demands and/or condemnation to damages which might be brought against CAPSULE, or  any threat of sanction and/or punishment CAPSULE might incur. including all reasonably incurred attorney's  fees that CAPSULE may be liable to pay, insofar as the cause, basis or origin of such claims is deemed to involve  any use of the Solution and Related Services that does not comply with the aforementioned provisions and/or  any content conveyed, hosted, routed or inserted into the Solution that is inconsistent with the terms of this  Agreement. Failure by the Client to comply with the obligations set forth in this Agreement, or infringement of  any legal or regulatory obligation may result in CAPSULE suspending access to the Solution and Related  Services, or terminating this Agreement in accordance with these Terms and Conditions.  

 9. SUPPORT AND UPDATES 

9.1. Remedial Support, which aims at correcting any dysfunction of the Solution, is the exclusive responsibility  of CAPSULE. The features of the Solution and Related Services are likely to be upgraded from time to time, in  line with the development of CAPSULE's offer. CAPSULE reserve the right to add or remove functionalities or  features to the Solution and Related Services, or to suspend or discontinue them in whole or in part. CAPSULE  may also restrict the use of the Solution and Related Services, amend the Customer's subscription plan, or modify  the pricing of the Solution and Related Services fully or partially and at any time.  

CAPSULE thus reserves the right to discontinue availability to Users of all or part of the Solution and Related  Services in order to carry out updates, maintenance and/or improvement work. In such cases and save for  emergencies, CAPSULE undertakes to notify the Client of any such downtime by e-mail. The Client expressly  accepts that all new functionalities, tools and features will automatically be subject to the terms of the  Agreement, without this list being restrictive.  

As part of the supply of update versions, CAPSULE endeavours to preserve a sufficient level of quality of the  Solution. In this respect, CAPSULE will supply the Client with updated versions of the Solution throughout the  duration of the subscription, as often as may be deemed necessary.  

Nevertheless, CAPSULE does not guarantee that the updates will meet the Client's specific needs. Under no circumstances shall the foregoing be interpreted as a requirement for CAPSULE to update, fix or even improve the Solution and its services.  

9.2. The Client undertakes to equip its information system with workstations, terminals or any other devices  compatible with the Solution and Related Services, and to provide a technical environment that includes a  reliable Internet connection compatible with the technical requirements necessary for operating the Solution and  Related Services. 

10. RESPONSABILITY AND WARRANTIES 

10.1. You agree to use the Solution and Related Services on an “AS IS” basis, with no implied or express  warranties of any kind about its quality, performance or results. The Client acknowledges that the Solution and  Related Services include Artificial Intelligence and Machine Learning features, and that these technologies are  incipient and may therefore deliver inaccurate information or data and may not produce the expected results.  The Client confirms that the Solution and Related Services have been tested and are suitable for the Client's  needs.  

The Client also accepts that the Solution or Associated Services may include features designed to interact with  third-party applications or services, with no link whatsoever to CAPSULE. These third-party applications or  services are integrated into the Solution at the sole discretion of the Client, who accepts that this integration or  use be subject to the Terms and Conditions and contractual documents of these third parties which have no  connection whatsoever with CAPSULE and thus prevents CAPSULE from being held liable in any capacity  whatsoever, as a result of this integration or its effects. 

10.2. CAPSULE IS NOT LIABLE FOR ANY DIRECT OR INDIRECT DAMAGE INCURRED BY THE  CLIENT OR A THIRD PARTY AS A RESULT OF THE USE OF THE SOLUTION, ITS RELATED  SERVICES OR ANY SUBSEQUENT MEDIA, INCLUDING LOSS OF DATA OR RESULTING FROM THEIR PARTIAL OR TOTAL UNAVAILABILITY. Additionally, CAPSULE cannot be held responsible for  the unavailability of the Solution and/or Related Services arising from the breakdown of electronic  communications carriers or hosting providers, or from a lack of network coverage or insufficient network capacity  on the part of the Client. 

CAPSULE declines all responsibility for any damage incurred by the Client as a result of using the Solution or  Related Services in conjunction with any software or hardware operated by the Client or any user of the  Software, for any technical issue on the part of the Client, for any technical issue relating to the services provided  by any third party, or for any internal issue related to the Client. The Client is fully responsible for taking out  the necessary maintenance policies to cover its equipment, as well as for implementing the necessary update and  backup policies for its information systems, and for establishing all work continuity and recovery procedures  and plans. The responsibility of CAPSULE is therefore explicitly excluded for any damage resulting from third party hardware or software forming part of the Client's information system and/or that of its Users.  

CAPSULE is not responsible for the lack of accuracy, truthfulness or comprehensiveness of the results or data  stemming from the use of the Solution and Related Services.  

10.3 CAPSULE is bound by a best-efforts obligation in the performance of its obligations, including those  relating to support and consultancy and to the deadlines for execution, completion, availability or any other time  frames agreed upon in the Specific Terms and Conditions, which are provided to the Client for information  purposes only. Thus, CAPSULE may not be held responsible for any delay in the performance of the Agreement  resulting from these indicative deadlines, nor for any functional defects in the Solution and Associated Services.  CAPSULE does not guarantee that the Solution and Related Services will function at all times, nor that they are  exempt from any error. Unless there has been gross negligence or gross negligence proven and documented in  the performance of its obligations, CAPSULE's liability is limited expressly as indicated below, to the exclusion  of all other damages of any nature including, in particular, loss of profits, loss of revenue, loss of business, loss of clientele, loss of business opportunity, or other similar losses, breach of privacy, loss of personal data, any  indirect, incidental or consequential damages or loss of information, and damages caused to third parties.  

10.4. CAPSULE is not liable for any temporary disruption of the Solution and Related Services, in particular  where such disruption results from the deployment and implementation of maintenance, service or backup work,  updates and extensions, including in cases where the Client observes a degradation, failure or temporary quality  disruption.  

CAPSULE shall not be held liable for any loss of time or inconvenience caused by the performance of its duties  under the present Agreement or resulting from the failure of the whole or any part of the Solution or Related  Services.  

At all events, if the liability of CAPSULE is proven for compensable damage, it may not exceed a maximum  amount corresponding to the sums invoiced and collected over a period of three sliding months preceding the  generating factor of the damage. The Client undertakes to compensate CAPSULE for any damage arising from  its liability and originating from a breach of any of the clauses of this Agreement. 

10.5. CAPSULE warrants and holds harmless the Client in the event of a claim or lawsuit by a third party arising  from an infringement allegedly attributable to intellectual property rights, provided that the Client immediately  informs CAPSULE in writing of the alleged infringement as soon as they become aware of it, that they consent  to any intervention by CAPSULE, and that they cooperate with the resolution of any dispute. CAPSULE is only  liable for procedural costs or compensation expressly accepted by CAPSULE in writing. CAPSULE is not liable  to indemnify the Client in the event that the alleged infringement of a third party's intellectual property rights  arises from : (1) The use by the Client or its Users of the Solution or Related Services in combination with other  products or services, and the infringement or claim would have been avoided in the absence of such combination;  (2) the implementation by CAPSULE of a pre-existing work supplied by the Client, and that the infringement  or allegation would have been avoided in the absence of said implementation; or (3) the alteration of the Solution  and/or Related Services by the Client or their Users, which would further constitute an infringement of  CAPSULE's rights. 

11. INTELLECTUAL PROPERTY 

11.1. CAPSULE has all intellectual property rights on the Solution, the Related Services, including but not  limited to all source code, functionalities, software, media, associated documentation and all content and visuals,  and holds duly registered trademarks for the purpose of operating its business. 

11.2. The Client acknowledges that this Agreement does not entitle them to any title or right of ownership of  whatsoever nature with regard to the Solution and its constituents or components, nor of any other kind. Where  applicable, CAPSULE grants the Client the right to use the Solution exclusively for their professional needs,  whereby the right to use the Solution is granted solely to the Client and authorized Users. The Client must  comply with and ensure compliance with all notices relating to CAPSULE's property rights on the components  of the Solution on all media. In particular, the Client is not authorized to copy, modify, disassemble, alter or  otherwise adapt, in particular by translation, or modify all or any part of the Solution. Moreover, this Agreement  does not empower the Client to sell, rent, license, lease or distribute the Solution by any means whatsoever,  including on a temporary basis. The Client expressly undertakes not to copy, reproduce, republish, download,  display, translate, distribute, sell or operate the Solution, Related Services, trademarks and other intellectual  property rights held by CAPSULE in any other way. The Client shall refrain from implementing or allowing the  deployment of a deconstruction or reverse development process that would result in accessing any code,  modifying it or reusing part of this code by whatever means or in whatever form, or from inserting any intrusive  or malicious code. In addition, the Client undertakes not to implement any procedure aimed at accessing the  Solution and Related Services by any devious or unauthorized means, or to impede such an occurrence by  abstaining from doing so. CAPSULE reserves the right to terminate, suspend or block the Client's access to the  Solution and Services in the event of a failure to comply with any of the articles herein. The Client undertakes  to ensure that all staff comply with these obligations.  

11.3. The Client claims to be the owner of all legal rights pertaining to all the elements, contents, data and  documentation which may be produced within the framework of this Agreement and guarantees that the latter  are in conformity with the current laws and regulations, and that they are not being disputed or claimed by a third party for any purpose whatsoever, such as, in particular, patents and copyrights. The Client must indemnify  CAPSULE on demand for all damages, costs, expenses including legal defense costs (fees and expenses), for  which CAPSULE may choose the counsel, fines or indemnity of any nature that CAPSULE may suffer as a  result of a claim by a third party, including all qualified administrative authorities, due to a breach by the Client  of their obligations under the provisions of this section.  

11.4 In addition, any data or other elements produced or generated by the Solution based on the Client's  indications remain the property of the Client, who is entirely responsible for them, and CAPSULE has no  obligation to monitor and verify the content provided or sent through the Solution. The Client expressly agrees  to indemnify and hold harmless CAPSULE or any third party against all loss suffered by CAPSULE or any third  party as a result of the infringement of a third party’s intellectual property rights of current applicable law, or of  any conflicting provision herein. Under the terms of the Agreement, the Client grants CAPSULE the right to  use the data and other elements for any purpose whatsoever.  

12. PERSONAL DATA 

CAPSULE undertakes to comply with the provisions of EU Regulation No. 2016/679 on the protection of  individuals with regard to the processing of personal data known as the “GDPR”, as well as Law No. 78-17 of  January 6, 1978 on data processing, files and freedoms known as the “ Loi Informatique et Libertés” (Data  Protection Act), and more generally all current statutory regulations on the protection of personal data.  

Consequently, CAPSULE will use the information and personal data provided by the Client in accordance with  the terms of the Data Processing Agreement reached between the parties in the case of CAPSULE acting as a  subcontractor, and in accordance with the terms of CAPSULE's Confidentiality Policy in all other cases,  available at < https://www.topo.io/privacy>  

13. CONFIDENTIALITY  

Each party commits not to disclose the other party's confidential information to any third party without the prior  written consent of the other Party for the term of the Agreement and for a five (5) year period following the  expiration or termination of the Agreement under any circumstances whatsoever. The Parties represent and  warrant that their staff and any subcontractors involved in the performance of the Agreement will comply with  this obligation.  

The term “Confidential Information” refer to information identified as such by the label “Confidential”, and any  information that is confidential to a party by nature, in particular information relating to such party's business,  finances, technology, trade secrets, pricing, methodology, know-how, processes, products, documents,  materials, software and tools. In the case of any doubt on the confidential nature of the information, each Party  undertakes to request the approval of the other Party in writing prior to any disclosure of such information.  

Confidential Information does not extend to data:  

• which is or has become public due to no fault of the receiving party;  

• of which the receiving party was aware prior to disclosure, provided that: (i) the receiving party produces  suitable supporting documentation; (ii) the information does not originate directly or indirectly from the other  p; (iii) neither the receiving party nor any third party has infringed an agreed obligation of confidentiality or  committed any other fault;  

• that are disclosed to the receiving party by a third party and without any failure to comply with any  confidentiality obligation or any other fault; and • that are independently produced by the receiving party,  whereby no Confidential Information of the other party is used;  

• of which disclosure is required by law, regulation or court order to the extent necessary.  Each party agrees to use reasonable precautions to safeguard the other party's Confidential Information, and to  take at least the same level of care required to maintain the confidentiality of its own Confidential Information. 

14. TRADE REFERENCES 

The Client expressly authorizes CAPSULE to use their name and logo as part of its commercial references on  CAPSULE's Website and in marketing and commercial documents, as well as on social networks, subject to  written notification from the Client informing CAPSULE that they wish to withdraw this authorization. 

15. AGREEMENT ON EVIDENCE 

The use of the Solution and Related Services by the Client is deemed to be evidence of use and compliance with  the documentation and the Agreement and this clause is deemed to be an agreement of proof within the meaning  of article 1368 of the [French] Civil Code.  

If any dispute arises concerning the use of the Solution or Related Services, the parties expressly agree that all  technical information concerning the Client, in particular recordings and statistics, will be retained and filed by  CAPSULE for evidentiary purposes.  

16. EXPIRY OF THE AGREEMENT - REVERSABILITY 

16.1 This Agreement is in force until the date specified herein, unless otherwise specified in the Specific Terms  and Conditions. Each Party may terminate this Agreement thirty (30) days after formal notice sent by registered  letter with acknowledgement of receipt to the other Party in case of breach by said Party of a provision herein,  describing precisely the grievance(s) and the provision of the Agreement concerned, whereby the formal  requirements for such termination comply with the conditions detailed in article 4 of this Agreement if such  termination takes place during the initial term of the Agreement, as detailed in the Specific Terms and  Conditions.  

16.2 CAPSULE reserve the right to suspend or terminate this Agreement without prior notice if one of the  following three events occurs: (1) if the Client fails to comply with any of its clauses, (2) if CAPSULE is  informed that the Solution and/or the Related Services are being used for unlawful purposes, contrary to public  order or morality, or (3) if the Client is in one of the following situations:  

receivership or liquidation, change of ownership or principal shareholder, merger resulting in a change of  control.  

16.3 In the event of non-payment of an overdue invoice from CAPSULE and fifteen (15) days after sending a  written notice of any kind ( regular mail, registered letter with electronic acknowledgement of receipt) without  effect, CAPSULE will be able to suspend access to all or part of the Solution and/or Associated Services without  further notice, at its discretion, or to terminate immediately the Agreement ipso jure. In the event of early  termination of the Agreement, the Client must pay all sums due for the current contractual period, which become  immediately payable in full. In the event of termination of the Agreement, the Client undertakes to return to  CAPSULE without delay all elements in their possession which belong to CAPSULE, and not to retain any copy  of such items, in whole or in part, failing which they will be liable to legal action.  

16.4. Following the end of the Agreement and upon request in writing from the Client, CAPSULE may, within  a maximum period of fifteen working days following the expiration of the Agreement for any reason whatsoever,  either return all of the Client's data in their possession as a result of the enforcement of the Agreement in a  standard format, or destroy them and attest to the Client that they have been destroyed, subject to and within the  limits of the statutory and regulatory conservation obligations imposed on CAPSULE. The Client agrees to  cooperate actively with CAPSULE in order to assist in the recovery of data and information. Any additional or  extended reversibility operation beyond that described above shall be subject to prior quotation at CAPSULE's  rates in effect on the date of the request. 

17. MISCELLANEOUS 

17.1. The Agreement comprises all of the contracts entered into between the Parties and replaces any other  agreements or arrangements whatsoever, whether written or verbal, relating to the purpose of the Agreement,  which may have been entered into between the Parties prior to the date thereof. By subscribing to the Agreement,  the Client fully agrees to be bound by its provisions.  

17.2. The party liable for an obligation arising from this Agreement shall not be in breach of such obligation if  non-performance results from a case of force majeure. By express agreement, cases of force majeure include  natural disasters, general or partial strikes or lockouts, epidemics, shortages or disruptions of ordinary means of  transport, shortages of raw materials or components, fire, storms, earthquakes, flooding, water damage or other  damage which affects the performance of the Agreement, Government or legal restrictions, and more generally,  any situation beyond the control of the party affected such as to prevent the party from performing its obligation  under the conditions provided for, within the meaning of the French case law. If such a situation of force majeure  is of a temporary nature, the execution will be suspended for as long as the performance of the obligation  concerned is delayed, in which case the delay shall be tolerated. If the situation of force majeure or the delay continues beyond a period of ninety (90) days, either party may terminate it at its discretion, with no obligation  to indemnify or compensate the other party. Any delay resulting in whole or in part from (a)- the total or partial  interruption of telecommunications networks, as well as (b)- the failure or fault of CAPSULE contractors such  as suppliers or subcontractors shall be excused, as the Client acknowledges and accepts without recourse against  CAPSULE, and without this list being limitative.  

17.3. All documentation provided by the Client to CAPSULE, such as, in particular, expressions of needs,  studies, specifications, are devoid of any contractual character, even if CAPSULE has responded to same, and  do not fall within the scope of the Agreement, the aim of which is to deliver the Solution and Related Services  under the conditions mentioned above, to be evaluated by the Client so as to ensure that they comply with their  needs. 

17.4. Under no circumstances may the Client assign all or part of this Agreement or otherwise make the Solution  and Related Services available to any other party, even on a temporary basis, and regardless of the type of  operation performed.  

17.5. All or part of the work which is the subject of this Agreement may be subcontracted by CAPSULE at its  convenience as long as, on the one hand, they remain in charge of the proper execution of the Agreement with  respect to the Client, and on the other hand, that the named subcontractor is aware of and accepts the obligations  incumbent upon CAPSULE hereunder. The list of CAPSULE's subcontractors is available at  <https://trust.topo.io/subprocessors> and will be updated in the event of the addition or withdrawal of a  subcontractor.  

17.6. All claims and/or disputes by the Client against CAPSULE must be lodged in writing no later than 12  (twelve) months from the date of their occurrence, subject to forfeiture. The written claim and/or dispute must  in particular include a breakdown of the services, the amounts, etc. under dispute along with the underlying  causes for the complaint. 

17.7. Should one or more clauses of the Agreement be regarded as void or declared as such by applicable laws  or regulations or following a legal decision that has become permanent, such clause(s) will be removed without  rendering the remainder of the Agreement invalid, while all its other clauses shall remain fully applicable. Failure of either Party to enforce any provision of this Agreement or to accept any breach thereof, whether  permanent or temporary, shall not be construed as a waiver of any such provision nor prevent such party from  enforcing any of its rights.  

18. DISPUTE SETTLEMENT PROCESS  

The Agreement shall be governed by the laws of France. If any dispute arises out of the interpretation and/or  execution of the Agreement, excluding the case of non-payment, entitling the parties to bring the matter directly  before the Court of competent jurisdiction, each party agrees to attempt to settle the dispute amicably within a  period of one (1) month, with the more diligent party describing the grievance or grievances and the relevant  contractual provisions deemed to have been breached and summoning the other by registered letter with  acknowledgement of receipt to attend a meeting to be held at CAPSULE's head office or by videoconference,  no later than five working days after the event. Failure to reach an amicable settlement will result in the dispute  being subject to the exclusive jurisdiction of the Paris Courts, notwithstanding any third-party claims or multiple  defendants, even for emergency or protective measures.