**EURESYS AND SENSOR TO IMAGE GENERAL TERMS AND CONDITIONS**

**1. Application and Interpretation**

These terms and conditions exclusively cover all contractual relations
between PROVIDER and CUSTOMER referred to in the Agreement to which they
are attached as an appendix.

CUSTOMER's general or special terms and conditions are NOT enforceable
against PROVIDER. Any agreement signed or concluded in any way by the
parties automatically implies the acceptance of these terms and
conditions by CUSTOMER. Only special conditions indicated in the
Agreement or otherwise agreed to in writing by the parties can override
them.

Depending on the context, and unless otherwise stipulated, the following
words must be understood as follows:

"**Agreement**": any proposal, quote, quotation, offer, purchase order,
order confirmation, license agreement, sales agreement, service
agreement, distribution agreement or any other agreement, oral or
written, between the parties.

"**CUSTOMER**": any licensee, purchaser, client, prospect, importer,
distributor, reseller, dealer, partner or contracting party.

"**PROVIDER**": provider, supplier, licensor mentioned in the Agreement
as being the PROVIDER.

"**Party** / **Parties**": CUSTOMER and/or PROVIDER.

"**Tangible Product(s)**": material goods (tangible, equipment), frame
grabbers, video capture cards, video encoders, video converters, license
dongles, IP Core license chips, IP Core development platforms, MVDK,
components, accessories and/or parts developed, supplied and/or sold by
PROVIDER.

"**Software Product(s)**" or "Licensed Software Product(s)": any
software product, drivers (including but not limited to eGrabber and
MultiCam), eVision (entire eVision software or any subset of eVision
libraries), Open eVision (entire Open eVision software or any subset of
Open eVision libraries), IP Cores, libraries, device drivers or any
other software supplied in either binary, object, DLL, CTI, library or
source code and licensed by PROVIDER.

"**License Key**": A unique and exclusive code provided to CUSTOMER to
allow the use of the Software Product(s).

"**Service(s)**": any service, training, transport, consultancy,
maintenance, support or repair services supplied by PROVIDER.

"**Documentation**": any documentation, user manuals, reference manuals,
release notes, application notes and methodology notes, written utility
programs and/or other materials in any form provided by PROVIDER for use
with Licensed Software Product and/or Tangible Product and/or Services.

**2. Proposal, Order and Confirmation**

Any quotes, offers or proposals produced by PROVIDER are without
obligation and are valid for a maximum of 30 days following the document
date unless otherwise noted explicitly on the document.

Any order or request made by CUSTOMER, in writing or orally, makes it
immediately and irrevocably binding for CUSTOMER. It must then be
confirmed in writing by PROVIDER and will only be deemed effective from
the date given by this confirmation.

**3. Software Product License Rights Applicable to eVision, Open
eVision, eGrabber, MultiCam**

When the Agreement -- oral or written -- is concluded by all Parties,
CUSTOMER has a non-exclusive, transferable, unlimited-in-time, revocable
right to:

-   Install the Licensed Software Product;

-   Install and activate the License Key (if applicable) provided by
    PROVIDER, which is the only way to use the Licensed Software
    Product;

-   Make a reasonable number of copies of the Licensed Software Product
    solely for backup or archival purposes;

-   Make a reasonable number of copies of the Documentation for the
    Licensed Software Product, and use the Documentation solely for
    using the Licensed Software Product.

If CUSTOMER obtains an evaluation license for a Licensed Software
Product, CUSTOMER will have the same license rights as described above
except that CUSTOMER may use the Licensed Software Product only for the
purpose of evaluating it and deciding whether to acquire a license or
not. This evaluation license has a limited duration of thirty (30)
calendar days, unless otherwise noted explicitly in writing.

During the installation, use, adaptation and maintenance of the Licensed
Software Products whatsoever, CUSTOMER shall strictly comply with the
documentation, user's manuals, procedures, guidelines and with all
requirements that PROVIDER may express either in the Agreement, in any
amendments, during the training courses, online (website) or by any
other means written or oral whatsoever.

**4. License Restrictions Applicable to eVision, Open eVision, eGrabber,
MultiCam**

CUSTOMER (including its directors, employees and assignees) may not
themselves and may not allow anyone else to:

-   copy or use any Licensed Software Product (or Documentation) in any
    manner that is not expressly allowed by the license rights stated
    herein or in the Agreement. If CUSTOMER makes security backup or
    archival copies of a Licensed Software Product or Documentation,
    CUSTOMER must reproduce all copyright, trademark, and other notices
    that appear on the original copy;

-   modify, alter, decrypt, decompile, reverse engineer, disassemble or
    otherwise attempt to derive the source code of any Licensed Software
    Product or any underlying algorithms, user interface techniques, or
    other ideas embodied in a Licensed Software Product, except and solely
    to the extent required by third party licensing terms governing use of
    certain open source components that may be included in the software;

-   tamper with, or attempt to circumvent or disable, any License Key
    (this includes, for example, resetting the CPU time in order to
    extend the License Term, or using a false host ID number or
    additional virtualized copy(ies) of the host ID number to enable
    unauthorized copies of a License Key);

-   use a Licensed Software Product or its output to develop or enhance
    any product that competes with the PROVIDER's products and services.

**5. Tangible Products**

**5.1. Tangible Product Handling**

CUSTOMER acknowledges that the Tangible Products:

-   are fragile items that must be handled, transported and stored
    carefully, in a dry and clean area, at the appropriate environment
    conditions as specified for each Product and stored in accordance
    with all local and international requirements and practices;

-   must not be used for any other purposes than what is strictly
    recommended by PROVIDER or by what is usually expected from the
    Tangible Products.

**5.2. Retention of Title**

Ownership of Tangible Products ordered by CUSTOMER will only be
transferred to CUSTOMER when the total price has been paid in full by
the latter to PROVIDER, even if the Tangible Products have already been
delivered to CUSTOMER.

If amounts due are not paid in full, PROVIDER can exercise its right to
ownership and CUSTOMER shall allow PROVIDER to recover the Tangible
Products without difficulty.

**6. No Exclusivity**

PROVIDER is not bound by any exclusive obligation toward CUSTOMER.

**7. Prices and Payment Terms**

Agreements with a delivery deadline of more than one (1) month are
accepted subject to price increases which might be applied by PROVIDER's
partners, suppliers or subcontractors, or caused by circumstances
outside PROVIDER's control which would make the execution of the
Agreement more costly for PROVIDER.

Unless otherwise agreed in the Agreement, prices and fees shall be paid
in EUR (Euro) if PROVIDER is settled in Europe and in USD (US Dollar) if
PROVIDER is settled in North, Central and South America.

Prices for Tangible Products are EXW (Ex Works -- from the PROVIDER's
address).

Prices, license fees and/or Service fees exclude VAT, withholding taxes,
sales taxes, use taxes, and any other taxes, duties, fees, transport,
bank charges, costs and fees, and costs in general which are not
specifically detailed in the Agreement. These costs shall be borne
solely by CUSTOMER.

Unless otherwise agreed in the Agreement, all payments must be made into
PROVIDER's account within eight (8) days following the invoice's date,
by bank transfer into the account number indicated on the invoice and
must be made before delivery or service performance by PROVIDER.

Any queries relating to invoices must be sent, with justification, by
registered post, or other verifiable delivery means which has been duly
acknowledged as received by PROVIDER within eight (8) calendar days of
the relevant invoice date. After this time, queries will not be accepted
and the invoice will be deemed to have been accepted.

In the event that CUSTOMER refuses or delays accepting or receiving the
Tangible Products, Services and/or Licensed Software Product, it shall
make the payment(s) in accordance with the terms and conditions
initially agreed by the parties, and reimburse to PROVIDER all costs
caused by the refusal or delay caused by CUSTOMER.

The Tangible Products may be shipped in a single lot, or in several
lots, with the agreement of CUSTOMER and each such shipment shall be
invoiced separately.

If CUSTOMER does not pay the invoices within the given deadline, a
standard late payment interest will be applied as of right and without
formal notice at a rate of 1.5% per month, with a supplement of EUR/USD
150 to cover administrative and management costs. For the purposes of
interest, any month begun will be considered a full month.
Administrative and legal charges incurred for collection will be borne
in full by CUSTOMER.

If a single payment is not made by its due date, PROVIDER reserves the
right to suspend its own obligations, to withhold the delivery of
License Keys and even to terminate the Agreement and keep any
part-payments already made by CUSTOMER to PROVIDER (payments are not
refundable).

In this event, CUSTOMER will owe the entire outstanding balance as soon
as CUSTOMER receives written notice from PROVIDER that its payment is
due. CUSTOMER may not offset any amounts CUSTOMER believes PROVIDER owes
it against any payments CUSTOMER makes to PROVIDER under the Agreement.

**8. Deadlines and Extensions**

The deadlines for the fulfilment of PROVIDER's obligations are those
agreed by the parties but are not compulsory.

PROVIDER can only be held liable if the delay is considerable and
exclusively due to its gross negligence.

CUSTOMER does not have the right to refuse Tangible Products, Services
and/or Licensed Software Products, demand compensation or termination of
the Agreement if the Tangible Products, Services and/or Licensed
Software Products are delivered/supplied late unless this is due to
PROVIDER's gross negligence.

Any additional costs related to change(s) required by CUSTOMER which
depart from the Agreement agreed by the parties shall be borne by
CUSTOMER and may extend the delivery term(s).

The Tangible Products are offered within the limits of available
inventories. If all or part of the Tangible Products are unavailable,
PROVIDER will inform CUSTOMER by email or phone and offer it the
opportunity to choose between waiting, modifying his order or cancelling
the Agreement without charge.

**9. Conformity and Warranty Applicable to Frame Grabbers and Video
Servers Tangible Products, and to Machine Vision Software Products**

**9.1. Conformity**

The Tangible Products are manufactured in accordance with the norms and
standards in force in the European Union, and according to the
specifications detailed in the Agreement.

The warranty term for Tangible Products lasts two (2) years from the
date when these Products are ready to be shipped from the PROVIDER's
premises if CUSTOMER bears the transport or when these Products are
delivered to CUSTOMER if PROVIDER bears the transport.

The warranty term for the Licensed Software Products is one (1) year
from the date when the License Key of these Products is ready to be
shipped or otherwise provided electronically from the PROVIDER's
premises.

The warranty term for the Services is ninety (90) days after their
performance.

Defects that are due to external cause, alteration, modification, abuse,
negligence, inadequate installation, use or maintenance, misuse,
unreasonable use, use outside the scope of specifications, manuals and
documentation, transport, loading/downloading, abnormal conditions of
temperature or humidity, dirt, or in an otherwise improper manner,
either intentional or otherwise, caused by CUSTOMER or by a third party,
are NOT covered by the PROVIDER's warranty.

PROVIDER may suspend its obligation of warranty as long as CUSTOMER does
not execute entirely its own obligations. Such suspension does not
extend the initial warranty period.

**9.2. Common Procedure in case of Problems**

During the Agreement's term, in case of Product's problem, CUSTOMER may
have access -- through emails or telephone mentioned on the PROVIDER's
website -- to PROVIDER's Support Center from Monday through Friday,
during PROVIDER's local normal business hours (9 AM to 5 PM), excluding
PROVIDER's scheduled holidays and official holidays.

This Support Center will be accessible only for CUSTOMER, but not the
CUSTOMER's clients.

The problem description sent by CUSTOMER to PROVIDER must be documented
clearly, comprehensively and legibly, in accordance with the complaint
form provided by PROVIDER.

**9.3. Specific Procedure in case of Problems with the Frame Grabbers
and Video Servers Tangible Products**

CUSTOMER shall notify PROVIDER of any alleged defect discovered in
Tangible Product(s) by use of the "Warranty and Replacement" function
available online from PROVIDER's website, or via a PROVIDER-supplied
form for such purposes, at the latest thirty (30) calendar days after
the defect has been discovered.

The notification shall include the serial number of the Tangible Product
and a detailed description of the defect. PROVIDER may later request
additional information, either by e-mail or by phone, to diagnose the
cause of the defect.

Based on the serial number, PROVIDER will determine whether the Tangible
Product is still under warranty.

If the Tangible Product is still covered by PROVIDER's warranty,
CUSTOMER will immediately be provided with a Return Material
Authorization (RMA) number and return instructions. CUSTOMER shall ship
the defective Product within sixty (60) days at the latest. If the
defective Product is not received by PROVIDER within that period, the
request for Warranty is cancelled. The defective Product must be shipped
at CUSTOMER's expenses.

At its choice, and within three (3) business days after the reception of
the defective Product, PROVIDER may remedy to warranty claims properly
entered, by one of the following actions:

-   Ship a new or refurbished Product to CUSTOMER at PROVIDER's
    expenses. This new or refurbished Product carries the full original
    warranty of a new Product, provided that the new end of warranty
    date does not fall beyond the Tangible Product's end of life; or

-   Repair the Tangible Product and ship it back to CUSTOMER, at
    PROVIDER's expenses; or

-   Reimburse CUSTOMER.

If the Tangible Product is found defective, but the execution of the
warranty is not accepted by PROVIDER because of the application of
Article herein entitled "Limitation of Liability", PROVIDER will
promptly notify CUSTOMER.

No repair or failure analysis report will be provided to CUSTOMER.

**9.4. Procedure in case of problems with the Licensed Machine Vision
and IP Core Software Products**

Support issues that are reported to PROVIDER must be reproducible with
standard equipment and source code available to PROVIDER.

CUSTOMER expressly allows PROVIDER to remotely access CUSTOMER's
computer systems for the purpose of providing Services.

At its choice, PROVIDER may remedy to warranty claims properly entered,
by one of the following actions:

-   Revoke the Software Product license, and reimburse CUSTOMER; or

-   Apply corrections to the Software Product that will bring its
    performance and functionality substantially in accordance with
    specifications; or

-   Provide CUSTOMER with an upgrade to a newer version of the Software
    Product in which the alleged defect has been addressed and solved.

**9.5. Repair and Replacement of defective Frame Grabbers and Video
Servers Tangible Products that are not under Warranty**

In the event that the execution of the Warranty is not accepted by
PROVIDER because the Warranty period has lapsed or because of any other
reason, and provided that the Tangible Product is still available for
Replacement, CUSTOMER is invited to apply for a Replacement Product by
use of the "Warranty and Replacement" function available from
PROVIDER's website, or via a PROVIDER-supplied form for such purposes,
at the latest thirty (30) calendar days after the defect has been
discovered. The notification shall include the serial number of the
defective Product and a detailed description of the defect. PROVIDER may
later request additional information, either by e-mail or by phone, to
diagnose the cause of the defect.

A financial offer to purchase a replacement product will be sent to
CUSTOMER. The acceptance of that offer by CUSTOMER will contractually
bind him. CUSTOMER will then immediately be provided with a Return
Material Authorization (RMA) number and return instructions. CUSTOMER
shall have a period of sixty (60) days to proceed with the shipment. If
the defective Product is not received by PROVIDER within that period,
the request for Replacement is cancelled. The defective Product must be
shipped at the CUSTOMER's expenses.

At its choice, PROVIDER will fulfil properly entered requests for
Replacement by one of the following actions:

-   Ship a new or refurbished Tangible Product to CUSTOMER at CUSTOMER's
    expenses. This new or refurbished Product carries the full original
    warranty of a new Product, provided that the new end of warranty
    date does not fall beyond the Product's end of life; or

-   Repair the Tangible Product and ship it back to CUSTOMER, at
    CUSTOMER's expenses.

If the Product is found not defective, or for any other reason
identified by PROVIDER, the execution of the replacement may not be
accepted by PROVIDER. In this case, PROVIDER will promptly notify
CUSTOMER.

No repair report will be provided to CUSTOMER.

**9.6. Repair of Tangible Product after its End of Life**

When a Tangible Product has passed its end of life and no replacement is
available or, at the express request from CUSTOMER, CUSTOMER can submit
a request for Repair to PROVIDER' Sales and Support department in
writing.

The request shall include the serial number of the Tangible Product and
a detailed description of the defect, including the version number of
all PROVIDER software used.

PROVIDER may request additional information, either by e-mail or by
phone, to diagnose the cause of the defect.

If the request is accepted by PROVIDER, CUSTOMER will then be provided
with a Return Material Authorization (RMA) number and return
instructions.

CUSTOMER has a period of sixty (60) days ship the defective Product, at
its expenses.

After analysis of the returned Product, PROVIDER will, within fifteen
(15) business days after reception of the defective Tangible Product,
provide a quotation for the requested repair, or possibly reject the
request.

In case of acceptance, CUSTOMER shall respond within ten (10) business
days. Repair of the defective product will be done within a reasonable
time following receipt of payment made by CUSTOMER. Shipping costs are
borne by CUSTOMER.

If CUSTOMER does not respond to the PROVIDER's quotation, the defective
products will be stored in inventory for a maximum period of two (2)
months, after which they will be discarded.

If CUSTOMER refuses the PROVIDER's quotation, the defective product will
not be sent back to CUSTOMER, unless CUSTOMER accepts to bear the
shipping costs and pay them to PROVIDER in order to receive the
defective products back.

The warranty of Products repaired under these terms is specified in the
quotation.

A repair report will be provided to CUSTOMER along with the repaired
Product.

**10. LIMITATIONS OF LIABILITY AND DISCLAIMERS**

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE
EXPRESS LIMITED WARRANTY SET FORTH IN CLAUSE "CONFORMITY & WARRANTY"
HERE ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY
WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR WHAT IS SPECIFIED IN WRITING IN THE AGREEMENT BETWEEN THE
PARTIES (SUCH AS THE CONTRACTUAL SPECIFICATIONS, RESULTS, SUPPORT AND
SERVICES), PROVIDER MAKES NO WARRANTY OR REPRESENTATION THAT THE
FUNCTIONS CONTAINED IN THE TANGIBLE PRODUCTS, THE LICENSED SOFTWARE
PRODUCT(S) AND SERVICES WILL MEET ANY OTHER CUSTOMER'S REQUIREMENTS,
THAT THE TANGIBLE PRODUCTS AND LICENSED SOFTWARE PRODUCT(S) WILL OPERATE
PROPERLY IN COMBINATION WITH OTHER FUNCTIONALITY, IP CORES, SOFTWARE OR
PROTOCOLS, OR THAT THE OPERATION OF THE TANGIBLE PRODUCTS AND THE
LICENSED SOFTWARE PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR-FREE, OR
THAT ALL ERRORS OR DEFECTS IN THE TANGIBLE PRODUCTS AND LICENSED
SOFTWARE PRODUCT(S) ARE CAPABLE OF BEING CORRECTED.

USE OF THE TANGIBLE PRODUCTS AND THE LICENSED SOFTWARE PRODUCT IS
UNDERSTOOD TO BE FULLY AT CUSTOMER'S RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(1) IN NO EVENT SHALL PROVIDER OR ITS PROVIDERS BE LIABLE FOR ANY LOSS
    OF DATA OR SOFTWARE, LOSS OF USE, SLOWDOWN OR INTERRUPTION OF
    ACTIVITY OR EQUIPMENT, LOST PROFITS, LOST ORDERS, LOST SALES, LOSS
    OF GOODWILL, LOST SAVINGS, LOSS OF PRODUCTION, LOSS OF PRIVACY,
    PERSONAL INJURY, PECUNIARY OR OTHER LOSS, OR COST OF PROCUREMENT OF
    SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, EXEMPLARY,
    INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING UNDER, RELATED
    TO, OR IN CONNECTION WITH THE AGREEMENT OR THE USE OR OPERATION OF
    THE TANGIBLE PRODUCTS AND LICENSED SOFTWARE PRODUCT(S), IN WHOLE OR
    IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY;

(2) IN NO EVENT SHALL THE ENTIRE LIABILITY OF PROVIDER OR ITS PROVIDERS
    ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THE AGREEMENT,
    EXCEED THE FEES OF THE SERVICES PROVIDED OR THE PRICE OF THE
    TANGIBLE PRODUCTS OR THE AMOUNT OF LICENSE FEES RECEIVED BY PROVIDER
    FROM CUSTOMER FOR THE APPLICABLE LICENSED SOFTWARE PRODUCT(S) GIVING
    RISE TO SUCH LIABILITY;

(3) THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER
    SUCH LOSS WAS REASONABLY FORESEEABLE OR IF PROVIDER HAS BEEN ADVISED
    OF THE POSSIBILITY OF SUCH DAMAGES; AND

(4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE
    ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.

NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, NEITHER PARTY
EXCLUDES OR LIMITS ITS LIABILITY IN ANY WAY FOR ANY MATTER THAT CANNOT,
AS A MATTER OF IMPERATIVE APPLICABLE LAW, BE LIMITED OR EXCLUDED. THE
PARTIES AGREE THAT THIS SECTION (LIMITATION OF LIABILITY) REPRESENTS AN
ALLOCATION OF RISK WHICH THE PARTIES CONSIDER REASONABLE.

CUSTOMER ACKNOWLEDGES THAT THE TANGIBLE PRODUCTS AND THE LICENSED
SOFTWARE PRODUCT(S) AS DELIVERED ARE NOT TESTED OR CERTIFIED BY PROVIDER
FOR USE IN CONNECTION WITH THE DESIGN, CONSTRUCTION, MAINTENANCE, AND/OR
OPERATION OF ANY SYSTEM WHERE THE USE OR FAILURE OF SUCH SYSTEM COULD
RESULT IN A SITUATION THAT THREATENS THE SAFETY OF HUMAN LIFE OR RESULTS
IN CATASTROPHIC DAMAGES (EACH, A "CRITICAL APPLICATION"). EXAMPLES OF
CRITICAL APPLICATIONS INCLUDE USE IN AVIONICS, NAVIGATION, AUTONOMOUS
VEHICLE APPLICATIONS, AI SOLUTIONS FOR AUTOMOTIVE PRODUCTS, MILITARY,
MEDICAL, LIFE SUPPORT OR OTHER LIFE CRITICAL APPLICATIONS. PROVIDER
SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY, IN WHOLE OR IN PART,
FOR ANY CLAIMS OR DAMAGES ARISING FROM SUCH USES. CUSTOMER IS SOLELY
RESPONSIBLE FOR ENSURING THAT ANY PRODUCT OR SERVICE DEVELOPED WITH THE
TANGIBLE PRODUCTS AND THE LICENSED SOFTWARE PRODUCT(S) AS A WHOLE
INCLUDES SUFFICIENT FEATURES TO COMPLY WITH ALL APPLICABLE LEGAL AND
REGULATORY STANDARDS AND REQUIREMENTS.

**11. OPEN SOURCE AND THIRD-PARTY SOFTWARE**

CUSTOMER ACKNOWLEDGES THAT USE OF THE LICENSED SOFTWARE PRODUCT(S) IN
COMBINATION WITH OTHER FUNCTIONALITY, IP CORES, SOFTWARE OR PROTOCOLS
MAY REQUIRE LICENSES FROM THIRD PARTIES AND CUSTOMER ACCEPTS SOLE
RESPONSIBILITY FOR OBTAINING SUCH LICENSES.

CUSTOMER AGREES THAT ALL OPEN SOURCE SOFTWARE SHALL BE AND SHALL REMAIN
SUBJECT TO THE TERMS AND CONDITIONS UNDER WHICH IT IS PROVIDED. THE OPEN
SOURCE SOFTWARE IS PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND,
AND PROVIDER FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, WITH RESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PROVIDER NOR THE PROVIDERS
OF OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
(INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY
THEORY OF LIABILITY, WHETHER IN AGREEMENT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR
DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. COPYRIGHTS TO THE OPEN SOURCE SOFTWARE ARE
HELD BY THE COPYRIGHT HOLDERS INDICATED IN THE COPYRIGHT NOTICES IN THE
CORRESPONDING SOURCE FILES.

**12. Intellectual Property Rights**

Without prejudice of what is provided for by the Agreement and any
applicable mandatory provisions, PROVIDER is and shall remain the
exclusive and entire owner and/or beneficiary of any present or future
intellectual right whatsoever (including but not limited to copyrights,
neighboring rights, moral rights, and all derivative works thereof)
related to any tangible product, software or solution conceived,
developed and/or provided by PROVIDER, including their applications,
programs, algorithms, related documents, manuals and written materials,
successive releases, updates, upgrades, developments or improvements,
trade secret, icons, graphics, logos, trademarks and trade name rights
and similar rights, illustrations, images, photographs, animations,
videos, audios, texts, no matter if they are or not protected anyhow, no
matter if they are customized or not, no matter from whom the ideas for
enhancements is from, no matter whom has developed it.

Nothing in the Agreement shall be construed as a waiver of such rights.

Nothing contained in the Agreement will be construed as conferring by
implication, estoppel or otherwise upon CUSTOMER any license or other
right, except the licenses and rights expressly granted to CUSTOMER.

CUSTOMER shall immediately notify to PROVIDER any unauthorized, improper
or wrongful use or treatment of any PROVIDER's intellectual and
industrial property rights, whether registered or not, and shall give to
PROVIDER the assistance PROVIDER may require to protect its intellectual
and industrial property rights.

In the event that any third party claims to hold any intellectual rights
owned by PROVIDER, CUSTOMER and PROVIDER shall cooperate to defend
PROVIDER' rights. CUSTOMER hereby agrees to abandon any claim or
recourse against PROVIDER on such matter.

This obligation hereinabove set forth shall survive cancellation,
termination or nullity of the Agreement for any reason whatsoever and
shall continue to apply for an unlimited period of time.

**13. Confidentiality**

Except as otherwise expressly permitted in the Agreement, CUSTOMER shall
maintain the confidentiality of the Licensed Software Product(s) and all
other information received hereunder from PROVIDER.

CUSTOMER agrees that the Tangible Products, the Licensed Software
Product(s) and Documentation furnished hereunder will be treated as
proprietary trade secrets of PROVIDER, and CUSTOMER will not make them
available in any form to any person other than to its employees and to
contractors working on its premises with a genuine "need to know" for
purposes authorized by the Agreement, and who are bound by obligations
of confidentiality no less protective of PROVIDER than those contained
herein.

CUSTOMER represents to PROVIDER that it maintains a system of
confidentiality consistent with industry standards to protect its own
confidential business information, including written agreements with
employees, and that the Tangible Products, the Licensed Software
Product(s) and Documentation will be protected by such a system to the
same extent.

CUSTOMER agrees that a breach of confidentiality may result in
irreparable and continuing damage to PROVIDER for which there may be no
adequate remedy at law, and PROVIDER shall be entitled to seek
injunctive relief and/or a decree for specific performance, and such
other relief (including monetary damages) as may be proper.

The obligations of confidentiality under the Agreement shall not apply
to information that:

(a) is already known to CUSTOMER at the time of disclosure without
    obligation of confidentiality;

(b) is or becomes publicly known through no wrongful act or omission of
    CUSTOMER;

(c) is rightfully received by CUSTOMER from a third party without
    obligation of confidentiality;

(d) is approved for release by written authorization of PROVIDER; or

(e) was developed by CUSTOMER independently and without the use or
    benefit of the Tangible Products, the Licensed Software Product(s)
    and/or the Documentation.

This obligation hereinabove set forth shall survive cancellation,
termination or nullity of the Agreement for any reason whatsoever and
shall continue to apply for an unlimited period of time.

**14. Personal Data**

CUSTOMER agrees that the personal data given by CUSTOMER and/or its
clients to PROVIDER in the frame of an Agreement may be used, processed,
stored (backups included) and transferred only for performing and
managing each Agreement, invoicing CUSTOMER and communicating with
CUSTOMER.

At any time, CUSTOMER or its client has a right to access his data, to
receive a copy of them, to rectify them, to limit their use, to withdraw
them from the PROVIDER's database or to demand their destruction.

PROVIDER undertakes to implement technical and organizational security
measures to ensure an adequate level of security in order to keep the
personal data confidential and to protect them against accidental or
unlawful destruction, loss, alteration, unauthorized disclosure, access,
processing or transmission to third parties.

In order to ensure a strong and reliable data security and to ensure a
professional contract management, PROVIDER has signed agreements with a
specialized service provider to collect, process and store the following
CUSTOMER's (or its clients') personal data: user accounts, login
records, IP addresses of end users, serial numbers, programmed licenses,
browser identities, etc. These service providers are committed to same
obligations as described here above.

**15. Duration**

The Agreement will commence upon the Effective Date and will remain
effective during the term agreed in the Agreement. Otherwise the
Agreement Duration is indefinite.

**16. Termination**

PROVIDER may terminate the Agreement or suspend its own obligations at
any time and without notice or any compensation to CUSTOMER, as of right
and without prior notice:

-   If CUSTOMER fails to fulfil one of its contractual obligations or if
    it turns out that he will fail or if there is a risk that he will
    fail to fulfil one of its obligations, even if this happens before
    this obligation is due to be fulfilled;

-   In the event of incapacity, bankruptcy, insolvency, inability to
    make payments, a request to defer payment, voluntary or compulsory
    judicial reorganization or any other event demonstrating CUSTOMER's
    financial difficulties;

-   If PROVIDER ceases trading or makes substantial changes to its
    professional activities;

-   In the event of an instance of force majeure which lasts for more
    than 6 months.

CUSTOMER shall pay immediately all sums owed to PROVIDER. In addition,
PROVIDER may require any damages and interest if the total value of the
damage actually suffered by PROVIDER turns out to be higher than the
sums owed.

When the License Term expires, CUSTOMER's license rights also expire and
CUSTOMER may no longer use the Licensed Software Product, except as
otherwise expressly agreed by the Parties. CUSTOMER shall destroy the
Licensed Software Product(s), including all copies and derivative works,
and all related documentation and certify such destruction in writing to
PROVIDER. CUSTOMER shall certify such destruction in writing to
PROVIDER.

**17. Force Majeure**

The Parties are not liable for failure to fulfil any Contractual
obligation which is due to events of force majeure which are out of
their control, and which they could not have been expected to foresee
when the Agreement was concluded or prevent or overcome, even if the
event does not make execution of the Agreement impossible but merely
substantially more difficult or more expensive. Force majeure includes
fire, strike, accident, sickness, natural disaster, new legal rules or
public authorities decision preventing the Agreement performance,
destruction of plants or equipment, computer bugs, changes in IT
environments, general lack of supplies or means of transport, delay or
failure to fulfil obligations on the part of PROVIDER's suppliers or
subcontractors.

In such circumstances, the defaulting party must inform the other party
of the situation in writing as soon as possible. The parties'
obligations which are impossible to fulfil because of force majeure can
be temporarily suspended or renegotiated. Should the case of force
majeure lasts more than 6 months, the Agreement will automatically be
terminated or rescinded, without any compensation, unless otherwise
agreed by the parties.

**18. Independence**

CUSTOMER shall perform the Agreement and act independently in its own
name, for its own account, on its own behalf and at its own risk.

**19. Non-Solicitation**

CUSTOMER agrees not to hire, solicit nor attempt to solicit the services
of any PROVIDER's employee, without the prior written consent of
PROVIDER. In the event of a breach, CUSTOMER shall pay to PROVIDER a
minimum indemnification of one year salary or revenues actually earned
by the solicited person (gross salary including all employer's charges),
without prejudice to any other damages or remedies PROVIDER may require
at law or equity.

**20. Assignment**

CUSTOMER may not assign the Agreement or transfer any of the rights or
obligations under the Agreement, in whole or in part, in any manner (by
assignment, operation of law or otherwise), to any third party/ies
without the prior written consent of PROVIDER.

**21. Waiver**

No waiver, express or implied, by either party of any right or remedy
for any breach by the other party of any provision of the Agreement will
be deemed or construed to be a waiver of any succeeding breach of such
provision or as a waiver of the provision itself or of any other breach
or provision. No waiver of or modification or amendment to the Agreement
will be effective unless reduced to writing and executed by authorized
representatives of the parties.

**22. Severability**

If any provision of the Agreement is found unenforceable, illegal, void
or invalid in whole or in part, then it shall to that extent be deemed
not to form part of the Agreement and the remainder of the Agreement
will remain in full force and effect. The parties shall in such an event
be obliged to cooperate in the creation of terms which achieve such
legally valid result as comes closest commercially to that of the
invalid provision. This shall apply accordingly to the closing of any
gaps in the Agreement.

**23. Entire Agreement**

The Agreement represents and constitutes the entire agreement between
the parties with respect to the Licensed Software Product(s), and
supersedes all prior or contemporaneous discussions, representations,
arrangements, understandings or agreements, written or oral, regarding
the subject matter hereof. No additional terms or modifications proposed
by CUSTOMER shall be binding on PROVIDER unless expressly agreed to in
writing by PROVIDER.

**24. Interpretation**

By accepting anyhow or signing the Agreement, CUSTOMER acknowledges and
agrees that it has read and understood the Agreement, has had an
opportunity to discuss the Agreement with its legal and other advisors,
and agrees to be bound by the terms and conditions of the Agreement. The
Agreement shall be interpreted fairly in accordance with its terms and
without any strict construction in favor of or against either party.

**25. Counterparts**

The parties may execute the Agreement in counterparts, including emails,
PDF, and other electronic copies, which taken together will constitute
one instrument. An email of an original signature or electronically
signed version transmitted to the other Party is as effective as if the
original was sent to the other Party.

**26. Governing Law**

These General Terms and Conditions, the Agreement and its performance
will be governed by, subject to, and construed in accordance with the
laws of the country where PROVIDER has its corporate address, unless
otherwise agreed in the Agreement.

**27. Compliance with Export Control Regulations **

**27.1. **

Concerning PROVIDER's Products and Services, CUSTOMER shall comply with
all applicable national and international export control laws and with
any regulations issued by the European Union, U.S. Department of
Commerce and similar agencies concerning exporting, importing and
re-exporting any relevant PROVIDER's Products and Services. This
concerns, in particular, any restrictions or controls on the export of
dual use goods, as well as sanction mechanisms relating to exports to
prohibited territories, such as Belarus, Cuba, Iran, North Korea,
Russia, Russian-occupied Ukraine and Syria, or any other embargoed or
sanctioned country. In particular, CUSTOMER shall not sell, export or
re-export, directly or indirectly, to the Russian Federation or for use
in the Russian Federation any goods supplied under or in connection with
this Agreement that fall under the scope of Article 12g of Council
Regulation (EU) No 833/2014.

**27.2. **

CUSTOMER shall undertake its best efforts to ensure that the purpose of
paragraph 27.1 is not frustrated by any third parties further down the
commercial chain, including by possible resellers. CUSTOMER will pass on
the requirements imposed by this article to its own customers and
distribution channels and incorporate them in its own sales terms.

**27.3. **

CUSTOMER shall set up and maintain an adequate monitoring mechanism to
detect conduct by any third parties further down the commercial chain,
including by possible resellers, that would frustrate the purpose of
paragraphs 27.1 and 27.2. If required to enable authorities or PROVIDER
to conduct export control checks, CUSTOMER, upon request by PROVIDER,
shall promptly provide PROVIDER with all information pertaining to the
particular end user, the particular destination and the particular
intended use of information, software and documentation provided by
PROVIDER, as well as any export control restrictions existing.

**27.4. **

Any violation of paragraphs 27.1, 27.2 or 27.3 shall constitute a
material breach of an essential element of this Agreement, and PROVIDER
shall be entitled to seek appropriate remedies, including, but not
limited to: (i) termination of this Agreement; and (ii) a penalty of 10%
of the total value of this Agreement or price of the goods exported,
whichever is higher.

**27.5. **

The Customer shall immediately inform the Provider about any problems in
applying paragraphs 27.1, 27.2 or 27.3, including any relevant
activities by third parties that could frustrate the purpose of
paragraph 27.1. The Customer shall make available to the Provider
information concerning compliance with the obligations under paragraph
27.1, 27.2 and 27.3 within two weeks of the simple request of such
information.

**27.6. **

CUSTOMER shall indemnify and hold harmless PROVIDER from and against any
claim, proceeding, action, fine, loss, cost and damages arising out of
or relating to any noncompliance with export control regulations by
CUSTOMER. CUSTOMER shall compensate PROVIDER for all losses and expenses
resulting thereof, unless such noncompliance was not caused by fault of
CUSTOMER.

**28. Dispute Settlement**

In the case of dispute or conflict between the Parties, they will use
their best endeavor to settle or resolve it rapidly, in an amicable way
and in good faith.

If the dispute or conflict is not resolved in an amicable way, the
Parties hereby undertake to apply the ICC Rules of Mediation
(<https://iccwbo.org/dispute-resolution-services/mediation/mediation-rules/>)
to all disputes arising out of or in relation with the Agreement. The
seat of the mediation shall be the closest city from the PROVIDER's
corporate address, unless otherwise agreed in the Agreement. But the
Parties can decide to meet through a videoconference system such as
Teams. The proceedings shall be conducted in English.

Should the mediation fail, the dispute shall be settled in accordance
with the Rules of Conciliation and Arbitration of the ICC
(<https://iccwbo.org/dispute-resolution-services/arbitration/>), by one
arbitrator designated in conformity with those rules. The arbitration
proceedings will be held in the closest city from the PROVIDER's
corporate address, unless otherwise agreed in the Agreement. But the
Parties can decide to meet through a videoconference system such as
Teams. The proceedings shall be conducted in English.
