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Terms and conditions

GENERAL TERMS OF SERVICES & PURCHASE ORDER

Oris, a French company (société par actions simplifiée) whose registered number is 903 014 108 from trade register (RCS) of PARIS with a registered address 54/56 avenue Hoche 75008 Paris (the “Provider”), has developed a software solution based on artificial intelligence and dedicated to the road construction industry which allows it users to evaluate road projects and pavement design options in real context based on geolocated data and make decisions that improve road construction and sustainability, while reducing inefficiencies through smart project design (the “Solution”). The Solution is made available in Software-as-a-Service mode. The Provider provides the associated services of access and use of the Solution’s features, configuration, support and maintenance (the “Services”).


These General Terms of Services (the “Generals Terms”) govern with any purchase order (the "Purchase Order") the contractual relations between the Provider and the subscribing entity identified in the Purchase Order (the "Customer") (the "Parties") and form together the "Agreement". The Agreement prevails over any other document such as Customer's general terms and conditions of purchase, advertising or marketing material. By executing the Purchase Order, the Customer acknowledges that it has been able to obtain all necessary information from the Provider in order to verify the adequacy of the Solution to its own needs.


Article 1. PURPOSE AND DESCRIPTION OF THE SERVICES

1.1. The Agreement sets out the terms and conditions under which subject to the payment of the Recurring Fees and Onboarding Fees as defined below, Provider provides the Services to the Customer, namely:
(i) access to the Services under a right of use granted to the Customer,
(ii) hosting of the Customer data generated by the use of the Services (the “Data”),
(iii) set-up and configuration of the Services (the “Onboarding”),
(iv) the maintenance and support services (the "Maintenance and Support").

1.2. Any other service provided by the Provider (the “Professional Services”) shall be subject to a dedicated purchase order.


Article 2. ACCESS THE SERVICES AND AVAILABILITY

2.1. Technical requirements. Access to the Services requires that the Customer and its employees which use all of part of the Services (the “Users”) have in place a high-speed internet connection with at least one of the latest versions of a Web browser (Internet Explorer, Edge, Safari, Chrome and/or Firefox). The Customer is solely responsible for the proper functioning and the security of its information system, its devices and the Internet connection which allows Users to access the Platform.

2.2. Users identification. User’s identification is done via a "single sign on" process consisting of a login which is their email address and a password created by the Users (the “Logins”). The Customer represents and warrants that Users keep their Logins secret, prevent access by third parties and ensure their confidentiality specifically by not disclosing them under any means at all times. Provider may suspend or limit the access rights and the validity of the Logins in particular if Provider is aware of or has reasons to suspect a breach of the obligations set in this section or any other security obligation by Customer or Users. The Customer shall indemnify and hold Provider harmless of any losses that the Provider could incur due to Customer’s, Customer’s affiliates, their Users or contractors breach of the above.

2.3. Availability. The Services are generally available 24/7, including Sundays and public holidays, except during the following unavailabilities: (i) Maintenance, (ii) non-compliance by the Customer with its obligations or failure to follow the Provider’s instructions, (iii) Malfunction of the Customer’s hardware or network, (iv) unavailability due to a malfunction or maintenance operation of a service provided by a third-party and (v) force majeure event.


Article 3. ACCEPTANCE OF THE ONBOARDING

3.1. The technical and functional standards used as a basis for the Onboarding or the Professional Services are validated by the Parties during workshops (the "Specifications"), it being understood that the most recent Specifications systematically replace the previous standard. 

3.2. The conditions of performance, the indicative timetable and the invoicing schedule for the Onboarding, carried out by the Provider in compliance with the Specifications, are set forth in the dedicated Purchase Order. The smooth running of the Onboarding phase is subject to the Customer's compliance with its commitments in terms of collaboration as specified in Section 11.

3.3. Verification of the Onboarding is jointly performed by reference to the Specifications and begins as soon as the configured Services are made available to the Customer. From this date, the Customer has a period of five (5) working days to notify in writing any defects on the deliverables provided as part of the Professional Services or the Onboarding. If Customer has not made written reservations within five (5) working days after the Onboarding is made available, Customer will be deemed to have accepted the Onboarding or the Professional Services, even in the absence of a duly signed acceptance report. The same also applies if the Customer deploys the Services to Users or uses the Professional Services.


Article 4. SUPPORT

4.1. Provider provides a support service, i.e. a service to receive notifications from Users of any incident, impossibility or difficulty of access or dysfunction compared to the Documentation, interruption or degradation of the Solution’s functionalities (the “Defects”) as well as to provide assistance to Users. This service is available during working hours by email at the following address: support@oris-connect.com or via the support interface accessible at www.oris-connect.com.

4.2. All notifications relating to a malfunction must be confirmed via the support interface / ticketing system.


Article 5. MAINTENANCE

5.1. Corrective Maintenance. The Provider will provide corrective maintenance services provided that the Defect is reproducible. If so, the Provider undertakes to acknowledge receipt of the Customer's request within 2 (two) working hours of notification by the Customer and will use its best endeavors to provide a solution to the Defects as soon  as  possible according to the qualification retained by the Service Provider.

5.2. Maintenance exclusions. Corrective maintenance does not include the diagnosis and/or correction of any Defect that result from (i) the use of the Services not in accordance with the Agreement or the Provider’s instructions, (ii) a Defect resulting from a third-party software, a network or internet problem, or (iii) a change in the Customer’s IT system in particular if these changes do not meet the technical requirements. In these cases, Provider may at its discretion, agree to provide Maintenance and to provide any service or assistance that is not expressly provided for in the Agreement, which will be considered as Professional Services and will be invoiced to the Customer on a time-spent basis at the Provider’ then applicable rates at the time of invoicing.

5.3. Upgrades. Provider may develop and modify the Solution in terms of its technical and material access methods as well as its functionalities and modules, without this modification or development causing an excessive inconvenience for the Customer or a substantial modification of the Solution and its functionalities. The Provider undertakes to provide the Customer with access to updates and new versions of the Solution’s features as generally made available to other customers at no additional cost, it being understood that access to additional features or new modules that may be developed and/or released by the Provider in the future may only be available subject to the payment by the Customer of additional fees.

5.4. Customer obligations. Customer shall ensure to the Provider and its staff the necessary access to the premises and hardware and to any information that may be deemed necessary to carry out the Maintenance. Customer shall inform Provider of all Defects as soon as they are detected and shall provide sufficient information to Provider to enable it to reproduce and qualify the Defect and to determine its level and measure its impact on the Customer's activities. This information should include (i) a clear and precise description of the Defect, (ii) the functionality in use when the Defect occurred and/or the sequence of instructions that led to the Defect; (iii) the error message displayed when the Defect occurred, if any, and (iv) the browser, its version and the operating system used.


Article 6. FEES, PAYMENT ANS TAXES

6.1. Fees and Payment Terms. Customer will pay the Provider the fees as indicated in the Purchase Order (the “Fees”) and any other amounts owing under the Agreement. All Fees indicated are in euros and Customer will pay all such Fees in euros. Unless otherwise specified in the Purchase Order, Customer will pay any invoice issued within thirty (30) days of the date of the applicable invoice. Aside from any Professional Services that may be invoiced as provided herein, there are two kinds of Fees payable by the Customer:

(i) the recurring Fees which correspond to the amount due annually for the subscription to the Services according to the metrics set out in the Purchase Order (the "Recurring Fees") and

(ii) the Onboarding Fees which correspond to the amount due for the Onboarding phase and payable in once (the "Onboarding Fees").

6.2. Taxes. Other than net income and gross receipt taxes imposed on Provider, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from the Agreement. Customer will pay any additional taxes as are necessary to ensure that the net amounts received by Provider after all such taxes are paid are equal to the amounts that Provider would have been entitled to in accordance with this Agreement as if the taxes did not exist.

6.3. Revised Prices. All Fees indicated in the Agreement are fixed for a period of twelve (12) calendar months from the signing of the Purchase Order. At the end of this period, the Fees may be increased by up to five (5) % of the prices applicable for the previous period in order to take into account the evolutions of the Solution for the same functional scope and subcontractors' costs, prices and/or rates. The revised Fees shall apply as of the first day following the twelve (12) calendar month period.

6.4. Late or no payment. Provider shall be entitled to charge interest on any amount not paid when due at an annual interest rate equal to 3 % (three percent) calculated on a daily basis from the date due for payment until the date payment is made in full. If the interest rate above was to be lower than the minimum French annual rate, the surcharge for late payment will be calculated by application of such minimum rate in accordance with the provisions of Article L.441-6 of the French Commercial Code. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Provider to collect any amount that is not paid when due. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. Without prejudice to an action for damages, if within thirty (30) days following the issuance of a reminder, the Customer has not paid the Fees, the Provider may suspend the provision of the Services or terminate the Agreement in the conditions set out in Section 7.3, without triggering its liability.


Article 7. TERM AND TERMINATION

7.1. Term. The Agreement shall come into force as of the date of signing the Purchase Order by the Client, for an initial subscription term defined in the Purchase Order (the “Term”) as of the date the initial access to the Services are created (the “Effective Date”) indicated in the Purchase Order, except in the event of early termination under the conditions set forth herein.

No subscription may be cancelled once the access rights to the Services have been opened.

7.2. Renewal and termination for cause. The Term will renew according to the process, set forth in the applicable Purchase Order. If the Purchase Order does not otherwise expressly provide a renewal process, the Term will automatically renew for successive periods of one (1) year (each a “Renewed Period”) unless either Party provides written notice of termination at least thirty (30) days prior to the end of the Term or Renewed Period (as applicable).

7.3. Termination for breach. For the avoidance of doubt, the Parties hereby agree that pursuant to applicable law, « termination » shall mean « résiliation » where there is no
retroactive effect and there is no restitution pursuant to applicable law. Either Party may, with immediate effect by notice in writing to the other Party which refers to this provision, terminate this Agreement if the other Party commits a material breach of this Agreement and the non-breaching Party provides written notice to the breaching party that the non- breaching Party is terminating the Agreement as a result, and had not rectified it within thirty (30) days of receiving such written notice. The Customer's obligations referred to in this Section are as follows: (i) complying with Provider’s intellectual property rights and number of Users as set out in the Purchase Order; (ii) payment obligations; (iii) confidentiality obligations.

7.4. Post termination obligations. Upon termination or expiration of the Agreement for any reason whatsoever, Customer shall immediately cease to access and use the Solution, it being agreed that it will no longer be accessible by the Users, and shall delete all information, including the Provider's Confidential Information. The Customer shall be liable for the compliance of the Users with these obligations. Upon Customer’s written request by registered letter with acknowledgement of receipt sent no later than fifteen (15) days prior to the last day of the Agreement, Provider shall return Data in a standard format (JSON, CSV etc.) at no additional fees to Customer, being specified that any request for assistance from the Customer other than detailed above shall be considered as a Professional Service. Failure to notify within this period will result in the data being deleted within thirty (30) days of the effective termination of the Agreement.

7.5. Survivance. The Parties agree that the following provisions will survive the Agreement’s termination for any reason: Section “Warranty”, Section “Liability and Insurance”, Section “Intellectual Property Rights”, Section ‘Confidentiality”.


Article 8. WARRANTY

8.1. Compliance with the Documentation. Provider warrants the Services will comply to the documentation provided to describe the Services (the "Documentation") for thirty (30) days after it is made available to Customer. In the event of justified non-compliance identified by the Customer and notified to the Provider within this period, the Provider undertakes to use its best efforts to correct the defects and may, if such non-compliance cannot be corrected within fifteen (15) days of their notification, refund to the Customer the recurring Fees already paid on a pro rata basis according to the time elapsed until such date.

8.2. Customer warranties. Customer represents and warrants that (i) it complies and will comply with any law applicable regarding the use of the Services, (ii) it will use the Services in accordance with the Documentation and the terms of the Agreement, (iv) the elements provided by the Customer to the Provider, uploader or used in conjunction with the Services do not infringe any intellectual property or other right of a third party. The Customer shall indemnify and hold Provider harmless of any losses that the Provider could incur due to Customer’s, Customer’s affiliates, their Users or contractors breach of the above.

8.3. Competition laws compliance. In order to comply with competition laws regarding in particular vertically integrated companies, Provider will implement certain technical measures to limit the disclosure of competitively sensitive data, such as restriction of accesses and a process for authorizing Users and selecting the information accessible to each category of User. When signing the agreement and subsequently when any update of these measures is brought to its attention, Customer must verify that these measures are adequate and sufficient to comply with any competition law, regulation, rule or guideline that applies to the Customer (the “Competition Rules”). If the Customer considers that the measures available are inadequate, insufficient or if Competition Rules evolve, the Customer shall provide to the Provider guidance to enable the Provider to review the measures implemented, and in particular any information relating to changes to Competition Rules. Any request to update the measures other than those strictly necessary under applicable law to all the Oris customer base will be analyzed as Professional Services and will be subject to a specific purchase order and statement of work. The Customer represents and warrants that it will make Users aware of the Competition Rules and that the Users will not disclose any competitively sensitive data obtained through the Services to other divisions/third parties, in particular to divisions of a vertically integrated company that competes with the Customer, through which the Users may obtain competitively sensitive information. The Customer shall indemnify and hold Provider harmless of any losses that the Provider could incur due to Customer’s, Customer’s affiliates, their Users or contractors breach of the above.

8.4. Disclaimer. Except as explicitly provided in this Section, the Services are provided “as is” and Provider expressly disclaims any warranties, representations and statements, either express, implied, statutory, or otherwise with respect thereto, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, or the continuous, uninterrupted, error-free, virus-free, or secure access to or operation of the Services. No oral or written information or advice provided the Provider shall create a warranty or in any way increase the scope of the warranties set forth in this agreement. Provider expressly disclaims any warranty as to the accuracy or completeness of any information or data accessed or used in connection with the Services. The Provider shall in no event be liable for the accuracy of the information provided through the use of the Services (e.g. material availability, quantity, average price, etc.). and for any decisions made by the Customer based on the use of the Services.


Article 9. LIABILITY

9.1. No limitation. Nothing in this Agreement shall limit a party’s liability for death or personal injury or for any other liability that cannot be excluded such as gross or willful misconduct, fraud or fraudulent misrepresentation.

9.2. Types of damages. Each Party’s liability is limited to proven and demonstrated breaches of a material obligation provided herein and will only be incurred for the consequences of direct losses. Neither party will be liable to the other party for the indirect loss or damage, whether arising in contract, breach of statutory duty, torts (if permitted under applicable law) or otherwise such as: (i) loss of profits; (ii) loss of business; (iii) loss of revenue; (iv) loss of anticipated saving; (v) loss of data (in each case whether direct or indirect); (vi) any harm relating to image or reputation or (vii) the absence of the anticipated results and actions by third Parties. These exclusions apply even if the other Party was duly informed of the risk of the occurrence of such losses.

9.3. Liability exclusions. Provider’s liability cannot be triggered (i) in the event of unavailability, interruptions or slowdown of the Services or errors and viruses preventing access to and use of the Services other than under the conditions provided for in Section “Maintenance” or (ii) for any damage suffered by the Customer, a User or by a third party resulting directly or indirectly from non-compliance by the Customer, a User or a third party with any of their obligations, non-compliant use of the Services, use for purposes other than those known, negligence.

9.4. Liability cap. Subject to applicable law, Provider’s liability arising out of or related to this Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, torts, breach of statutory duty or otherwise, shall not exceed an amount equal to 50% of the total amount paid by the Customer to the Provider under the Agreement during the twelve (12) months immediately preceding the date on which the claim arose.


Article 10. RIGHT OF USE AND INTELLECTUAL PROPERTY

10.1. Provider’s intellectual property. Intellectual property rights and copyrights works existing in the Services, the Solution, databases, web pages, texts, graphics, design contributions, related knowledge or processes, and any update, upgrade, modification, enhancement or derivative works of the foregoing, regardless whether or not solely created by Provider or jointly with third parties, shall belong to Provider or, as applicable, its licensors. All rights not expressly granted to Customer herein are reserved to Provider or, as applicable, its licensors.

10.2. Right of use the Services. Upon full payment of the Fees, the Provider grants the Customer, for the duration of the relevant Purchase Order, a right of access the Services by Users, on a global, royalty-free, personal, non-transferable and exclusive basis. Customer shall use the Services for its own business purposes and is strictly prohibited from any other use, in particular any rental, adaptation, modification, translation, arrangement, distribution, decompilation or making the Services available to a third-party, without this list being exhaustive.

10.3. Customer’s intellectual property. The Customer remains the owner of the elements provided to the Provider for the provision of the Services (graphical charter, logos, trademarks, published content) and for which it grants a license to the Provider for the purposes hereof.

10.4. Suspected breach. Provider may limit, delete or suspend the provision of the Services or terminate the Agreement in the conditions set out in Section “Termination” if Provider has reasons to suspect a breach of the obligations stated in this Section by the Customer.


Article 11. COLLABORATION

11.1. The Parties agree to closely collaborate, with loyalty, for the efficiency of their relationship. To this end, the Parties shall define together the deadlines for the performance of the Services in the Purchase Order.

11.2. In particular, the Customer undertakes, within a timeframe compatible with the agreed schedule, (i) to provide and/or communicate all the information and data and, where applicable, the accesses necessary to enable the Provider to perform Services and (ii) to validate the elements and/or deliverables provided by the Provider.


Article 12. PERSONAL DATA

12.1. Each of the Parties mutually undertakes to comply with the regulations in force regarding personal data. For the purposes of this Section, the terms "Personal Data", "Processing", "Data Controller" and " Processor" have the meaning given to them by the European Data Protection Regulation (GDPR).

12.2. Under this Agreement, the Customer acts as Data Controller, and as such, in accordance with its instructions, the Provider acts as a Processor in charge of the performance of the Services and is required to process personal data on behalf of the Customer. The Provider undertakes to process the personal data entrusted by the Customer in accordance with documented instructions and the provisions of Exhibit 2.


Article 13. CONFIDENTIALITY

13.1. Each Party agrees to consider as confidential any information, whatever its nature and its form, communicated by the other Party under any form, either during the negotiation phase or for the entire duration of the Agreement, whether or not identified as confidential (the "Confidential Information").

13.2. Each Party undertakes: (i) not to use the confidential information of the other Party, for any reason whatsoever, save while performing the rights and obligations resulting from the present Agreement; (ii) not to disclose the confidential information of the other Party to anyone, by any means, except to the Partners, their staff, affiliates or to their subcontractors or service providers that need to have access to this Confidential Information for the purposes hereof, should they require such information for the purpose of executing the Consulting Services and subject to their being bound by obligations of confidentiality at least as binding as the obligations herein, or in case of request by any police, judicial or administrative authority; (iii) to ensure that its staff, its subcontractors, services providers and their staff together with any third-party entities or legal persons, are aware of the confidential nature of the information communicated by the other Party, and to accept liability for any disclosure made by the latter; (iv) to apply any minimum protective measures it would apply in order to protect its own confidential information.

13.3. However, the following shall not be treated as confidential by the Parties: (i) any information already in possession of the other Party at the date of its communication,
provided that the said Party can substantiate the prior personal possession thereof without breaching an obligation of confidentiality; (ii) any information known to the public at the date of executing the Agreement, or to be subsequently made available to the public, except where the Party benefiting from such information has originated the publication thereof; (iii) any information disclosed by a third party entitled to communicate it; or (iv) any information required to de disclosed by law or an administrative or judicial decision.

13.4. Notwithstanding the above, the Customer is informed that the Provider may have to
disclose Confidential Information that would be legitimately required by or with authorization of a judicial or administrative authority, without Provider being liable for such disclosure.

13.5. Such obligations shall remain in force for five (5) years from the date of termination of the Agreement, whatever the reason for the termination.


Article 14. ETHICS AND BUSINESS CONDUCT

14.1. ORIS has adopted The Holcim Group “Code of Business Conduct”, introducing specific provisions in relation to business ethics and describing the minimum requirements that third parties must meet in terms of integrity and professional conduct in their relationship with any company of the group. The latest version of this Code of Business Conduct is available on its website at the following address: Code of business conduct

14.2. The Holcim Group may revise this Code of Business Conduct from time to time by amending the website pages where it is set out. The Client shall check the website from time to time to take notice of any changes that the Holcim Group has made to its Code of Business Conduct.

14.3. The Client hereby declares that it has read and understood this Code of Business Conduct and that it conducts its business, alongside its corporate strategy, under conditions compatible with the principles set out in this Code. The Client may impose its own standards of business conduct rules on its subcontractors. In this case, the Client expressly warrants that its own standards of business conduct rules are equivalent or exceed the Holcim Group’s Code of Business Conduct.

14.4. The Client further represents and warrants that it and its employees comply currently, and shall continue to comply for the duration of this Agreement, with the Holcim Group’s Code of Business Conduct and undertakes to require its subcontractors to comply with the principles set out in this document for the duration of the Agreement. The Client shall make
 ts best efforts to provide access to relevant documentation at the Provider’s reasonable request to demonstrate its subcontractors’ compliance with these principles.

14.5. In order to ensure compliance with these principles by the Client, the latter hereby agrees to participate in an assessment of its practices within the limit of one assessment per year, at the Provider’s expense and with a prior notice of 10 working days. The Client shall cooperate with the Provider regarding this assessment on enforcement of the HolcimGroup’s Code of Business Conduct.

14.6. In the event that the assessment should not achieve the required level, the Client must implement a corrective action plan, which shall form the subject of an evaluation by the Provider. the Provider reserves the right to terminate the Agreement if the Client has knowingly and repeatedly breached this Code of Conduct, and/or has refused to implement the improvement plans.


Article 15. MISCELLANEOUS

15.1. Commercial reference. Provider is expressly authorized by the Customer to use and/or
reproduce the identification elements of the Customer (e.g. logo, trademarks) and/or of the group to which it belongs, as a commercial reference on any medium or on any occasion for marketing, commercial or advertising purposes. For any other communication (e.g. press release), the communication project will be submitted prior to its diffusion to the Customer's written agreement.

15.2. Assignment and subcontracting. The Agreement may not be assigned in whole or in part, whether for payment or free of charge, by either Party without the prior written consent of the other Party, including in case of direct or indirect change of control as defined in applicable law. However, the Customer hereby authorizes the Provider to assign the Agreement or any right or obligation arising from it to any company or other legal entity which directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Provider (the “Affiliate”) or to any company or legal entity, in particular in the context of a merger, assignment, transfer/assignment of a business, or partial contribution of assets, with the exception of any entity that is a direct competitor of the Customer or with which the Customer is in dispute. The Parties agree that the Provider can subcontract all or part of the Services to any of its Affiliates, regardless of their location and to the entities listed in Exhibit 2.

15.3. Force majeure *. Neither party will be liable for, or be considered to be in breach of or default under the Agreement on account of, any delay or failure to perform as required by the Agreement as a result of any that qualifies as a force majeure as defined under applicable law, it being agreed that a temporary impediment caused by a force majeure event is an impediment that lasts for a period of thirty (30) days from the appearance of the event generated the force majeure. Beyond this period, the impediment will be considered as definitive according to the applicable law and the Agreement can be automatically terminated.
*Definition of force majeure “any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature, riots, strikes, or any other cause beyond the reasonable control of such Party”.

15.4. Contractual contingency. The parties expressly exclude the application of any provision under the applicable law allowing the Customer to obtain directly or by court order the performance by a third party at the Provider’s cost or the reduction of price payable.

15.5. Entire agreement. The Agreement constitutes the entire agreement between the Parties. It supersedes all prior negotiations, statements, representations or agreements, whether written or oral, relating to its subject matter between the Parties. In the event of any contradiction between documents, it is expressly agreed between the Parties that the specific provisions and Purchase Orders shall prevail over the general provisions.

15.6. Non-waiver. Unless expressly provided otherwise, any failure by any party to this Agreement to enforce at any time any term or condition under this Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

15.7. Updated. The Provider may change and update certain schedules with reasonable notice. Notice will be given to the Customer by e-mail.

15.8. Nullity. The nullity, unenforceability or, more generally, the lack of effect of any of the provisions of the Agreement shall not affect the remainder of the Agreement and the Agreement shall be performed as if such provision had never existed, provided, however, that this shall not compromise the existence or balance of the Agreement and that the provision in question has not been a determining condition of a Party's consent. In addition, the Parties agree to replace, to the extent possible, any ineffective stipulation with a valid stipulation having the same effect and reflecting, as much as possible, their initial will.

15.9. Validity of electronic evidence. Documents and information exchanged between the Parties in electronic form shall be considered as evidence, provided that the person from whom they originate can be duly identified and that they are drawn up and stored in reasonable security conditions to ensure their integrity in accordance with applicable law. The parties agree to inform their employees of the validity of such proof of communications.

15.10. Applicable law and jurisdiction. The Agreement is governed by French law. The Parties shall make their best efforts to settle amicably any dispute arising from its performance or interpretation. Failing amicable settlement between the Parties expressed by the execution of a transactional agreement within thirty (30) days following the notification by one of the Parties of the dispute describing the dispute and referring to this provision, the dispute shall be brought before the competent Courts within the jurisdiction of the Commercial Court of Nanterre, notwithstanding a plurality of defendants or introduction of third parties, even where interim or protective measures are ordered by ways of injunctive proceedings.