DPO - Data Protection Officer

Contract for the creation of a customer database and saas license and associated services

PREAMBLE

The following has previously been stated :

The Client is a company , which provides all Professionals, whatever their size, with a service or the sale of a product.

The Service Provider Magileads is a publisher of a platform B2B acquisition prospecting, available in SaaS mode (applications hosted on its servers in France and accessible remotely via the Internet network by its customers), including tools to constitute a global database of professionals through the accounts of customer's social networks.

The Service Provider acknowledges having received from the Client all the information necessary to assess the needs and constraints of the Client and its environment before confirming its ability to provide a solution and associated services meeting said needs and constraints.

Both Parties expressly agree to collaborate and exchange all information necessary for the execution of the Contract. Furthermore, in its capacity as a marketing professional and as part of its advisory obligation, the Service Provider will provide the Client with any recommendations necessary to optimize its choices and to cover any new needs that may be expressed by the Client. in relation to the subject matter hereof.

It is in this spirit, and after a negotiation phase, that the Parties have agreed on the terms and conditions of this contract.

HAVING THIS EXPOSED, THE FOLLOWING HAS BEEN AGREED:

1.  DEFINITIONS

 Terms beginning with a capital letter within the Contract, whether used in the singular or plural, will have the meaning given to them below.

Client means the legal entity signatory to this Contract using the Solution under this Contract.

MAGILEADS tools allow acquisition prospecting to be carried out using databases containing personal information from B2B professional contacts, collected via the client's accounts on platforms such as LinkedIn or Google Maps.

Documentation means the documentation for the use and operation of the Solution such as updates during the term of the Contract. The Documentation is provided on paper and electronic media, in French and/or English. The Documentation may be freely copied by the Client for its internal needs and communicated to any third party required to use the Solution on behalf of the Client and bound by a confidentiality commitment.

Personal data/Personal data means any data which allows, in any form whatsoever, directly or indirectly, the identification of the natural persons to whom it applies, whether the processing is carried out by a natural or legal person.

Operating Environment means the equipment and operating systems as prerequisites necessary to allow Users to access and use the Solution.

Identifiers designate both the User's own identifier ("login") and their connection password ("password"), allowing them to have access to the Solution.

Incident means any design or conformity defect of the Solution and/or malfunction of any of the Services provided under the Contract, such as bug, error, breakdown, insufficiency or regression of performance, manifested in particular by difficulties of operation of the Solution and/or access to the Solution, and/or errors in processing.

Service Levels designate the minimum performance expected from the Solution and Services such as response time, availability, etc., as well as response and Incident correction times.

Services/Services designate all services provided in SaaS mode by the Service Provider under this Contract.

Solution refers to the acquisition prospecting platform, available in SaaS mode (applications hosted on its servers and accessible remotely via the Internet network by its customers), including the provision of Database creation tools via social network accounts of the customer. The Solution includes any update and new version of the Solution and the update of the Database created by the customer.

Specifications means the functional and technical specifications of the Solution as described, in descending order of priority, in (i) the presentation of the Solution and (ii) the Documentation.

Information System means an organized set of resources consisting of all facilities, physical assets, computers and its peripherals, software, data storage devices, network equipment and backup facilities, which enables others to collect, group, clarify, save, process and disseminate information, including telephone and videoconferencing services:

• whether or not it is the property of that Party,
• whether or not managed by a third party service provider and which is used to provide the relevant Party with services, facilities and hosted IT applications or to provide processing, maintenance, hosting or storage computer data of the Party concerned, within the framework of a contract concluded with the latter for the provision of these services.

And more generally, any system (internal or external) necessary for the proper functioning of the information systems of the Party concerned (such as air conditioning, power supply, etc.).

User means any person (employee, permanent or temporary employee, consultant, external service provider, etc.) authorized by the Client to access and use the Solution and the Services on behalf of the Client under the conditions of the Contract.

2. OBJECT

 The purpose of the Contract is to define the terms and conditions under which the Service Provider makes the Solution available to the Client and as such grants Users a right to use the Solution and provides the associated Services.

3. CONTRACTUAL DOCUMENTS

 The Contract is made up of the following contractual documents, presented in hierarchical order of decreasing legal value: (i) this document (including its preamble).

In the event of a contradiction between one or more stipulations appearing in any of these documents, the higher-ranking document will prevail, unless expressly stated otherwise. This Contract replaces the General Terms and Conditions previously addressed. The Contract may only be modified by a written amendment signed by the representatives of the Parties.

4. EXECUTION OF SERVICES

4.1 Nature of the Service Provider’s obligation

The Service Provider undertakes, under the terms of a results commitment, to perform the Services described on its SaaS platform of commercial prospecting tools on https://application.magileads.io/.

As such, the Service Provider will allocate to the Services the material and human resources enabling it to provide the Services in compliance with its commitments provided for in the Contract and the price of the Services.

The Service Provider also undertakes to always behave loyally towards the Client and to provide him throughout the duration of the Contract, in his capacity as a professional SaaS supplier, with all the advice and warnings necessary for the proper operation and optimization of this type of solution, including the limits of the Solution (for example, in terms of functionalities or even volume).

4.2 Content of the Services

The Service Provider undertakes to carry out the following Services: Provision of a SaaS digital prospecting platform including a BtoB database, an email sending server, a LinkedIn connection automation service, a automation of email + LinkedIn actions, complete statistics of interactions carried out with the prospect, access to a PMR

• unlimited access to our tools for building B2B contact lists, the contact function, email, LinkedIn automation, SMS, VMS, and Display automation and statistical analyses, PRM (with a possibility to connect via API to your CRM)
• Automatic recognition of AIRCALL, RINGOVER… via the contact telephone number in the Magileads PRM
• Access to global B2B data list building tools, including information from platforms like LinkedIn or Google Maps, retrieved via the client's social media accounts.
• Integration of your SMTP customer accounts + your LinkedIn + Google accounts
• Daily capacity of 200 LinkedIn interactions: 1 interaction = 1 invitation or message sent or a visit to the prospect's profile depending on the limitations of your LinkedIn or Sales Navigator account.
• Access to our global email routing infrastructure
• Unlimited Campaign Management
• Assistance from a Magileads project manager for setting up the Magileads account
• Centralized multi-user administration
• Provision of the Magileads solution in white label in your colors

4.3 Quality of Services

• Respect of Service Levels

 The Service Provider undertakes to respect, in the context of the provision of the Services, the Service Levels as defined between the Parties in the pricing page https://r.mlurl.fr/HS6392, with a view to ensuring in particular the quality and continuity of the Services and the availability of the Customer's Solution and Database.

This specification is expressed in terms of results defined and quantified in the form of service indicators. Each indicator is associated with an objective and measurable value, agreed between the Parties, which represents the level of performance expected by the Client. The gaps between the values ​​to be achieved and the actual results are measured. When these measures reveal non-compliance by the Service Provider with the Service Levels to be achieved.

In order to enable the Client to control the Service Level measurements carried out, as well as the relevance of the indicators used, the Service Provider undertakes to make available to the Client, according to the terms agreed between the Parties, the measurement and monitoring tools. necessary monitoring such as dashboards and activity reports.

4.3.2 Evolution of Service Levels and updating of indicators

The Service Provider must, on the basis of the Service Level measurements carried out, propose and implement the corrective progress plans necessary to respect the Service Levels and their constant improvement. The Service Levels may also be revised within the framework of governance if, during the provision of the Services, these Service Levels prove to be inadequate or not relevant to the Client's needs.

Following a change in Service Levels or in the event that an indicator proves to be irrelevant, the Parties agree to update the list of different indicators within the framework of governance, in order to specify and refine the calculation methods, enrich the reporting system and adapt the indicators to changes in the Solution and to the Client's needs and constraints.

5. GUARANTEES

 5.1 Guarantees by the Service Provider

The Service Provider guarantees, throughout the duration of the Contract:

• compliance of the Solution and the client's Database with the laws and regulations in force applicable to the functional area of ​​the Solution, as well as their evolution;

• the availability of access to the Solution and the client's Database creation tools via the client's social network accounts;

• the physical and logical security of the Solution and the client's Database and the preservation of the integrity and confidentiality of the Personal Data comprising the client's Database;

• the provision of Services in compliance with Service Level commitments;

• to remedy, as quickly as possible, and at no additional cost, any malfunction or any anomaly affecting the Solution.

5.2 Guarantees by the Customer

The Client guarantees, throughout the duration of the Contract:

• Use the Solution in accordance with the Documentation provided by the Service Provider
• Communicate the information requested or necessary for the performance of the Services;
• Do not use the Solution to distribute content that is contrary to public order and good morals or any illegal, threatening, abusive, defamatory, obscene, pornographic, blasphemous or otherwise objectionable information, including, without limitation, any transmission constituting or encouraging that which would constitute a criminal offense, give rise to civil liability, or otherwise contravene any French law.

6. INTELLECTUAL PROPERTY

 6.1 License to use the Solution

The Service Provider is and remains the owner of the intellectual property rights relating to the Solution made available to the Client and its Users, over which it grants the Client and its Users a license of use under the terms defined below.

The Service Provider grants the Client and the Users, on a non-exclusive basis, for the entire world and for the duration of the Contract, the right to access and use the Solution for its internal needs, via the Identifiers given to the Users, in consideration of the price of the Services, without limitation of any kind, whether in terms of number of Users, simultaneous connections, unless such limitations are expressly stipulated as a metric for calculating the price of the Services. Any other limitation not expressly provided for in this Contract may not be invoked against the Client in the context of its use of the Solution.

The right of use means the right to represent and display the Solution and to remotely execute all or part of the functionalities of the Solution in accordance with its destination, in SaaS mode via a connection to an electronic communications network.

The Client may authorize any third party to access and use the Solution as a User, as long as this third party has been entrusted by the Client with the accomplishment of tasks, on behalf of the Client and requiring access to and/or or use of the Solution, provided that this third party is bound by a confidentiality commitment and complies with the terms of this license.

In general, the Users are designated by the Client, without the Service Provider's right to review or any particular obligation on the part of the Client to notify the Service Provider of the Users authorized by the Client to access and/or use the Solution, as long as the The use of the Solution is carried out in accordance with the license granted under the Contract.

No rights other than those expressly referred to in this article are granted to the Client and its Users. In particular, the Client is prohibited from selling, renting, lending or sharing the Solution or acting as a service bureau or commercial SaaS provider.

6.2 Know-how

The Parties remain holders of their know-how, technique, concept, methodology and their respective experience acquired during the execution of the Contract or not.

6.3 Guarantee of eviction

The Service Provider guarantees the Client the peaceful enjoyment of the Solution and declares that the Solution does not infringe in whole or in part on the rights that third parties may claim (including in particular, but not limited to, copyright, patents, trademarks and manufacturing secrets).

As such, the Service Provider undertakes to ensure the defense of the Client against any real or alleged claim from third parties, both in France and abroad, and relating to the Solution and to keep the Client harmless from all consequences resulting of such action (including, but not limited to, procedural costs, attorneys' fees, court costs and damages to which he may be ordered).

Notwithstanding the preceding stipulations, in the event that the Service Provider is, due to a third party claim against it or that of the Client, obliged to modify and/or delete all or part of the Solution, the Service Provider will offer and will provide, at its own expense, to the Client, equivalent and substitutable elements for the Solution, in compliance with the Specifications, Service Levels and levels of security and confidentiality defined in this Contract in Appendix 1 (see below). Failing this, the Client may terminate the Contract, without compensation of any kind to the Service Provider and the latter will reimburse the Client for any sum paid in advance, in proportion to the duration of the Contract not consumed.

7. DATA

 7.1 Ownership of Customer Data

Magileads does not create or maintain databases. The Client is the sole owner of the data that he collects from his social network accounts and that he organizes using the tools provided by Magileads. This data comes directly from the Client's social network accounts or from other external sources chosen by him. The customer will also be able to import his contact lists, which he will ensure complies with current legislation.

7.2 Security of Customer Data

In accordance with the commitments made, Magileads undertakes to provide secure tools allowing the Customer to manage their Data in complete security. Magileads implements appropriate technical and organizational measures to protect Personal Data handled via its tools against accidental or illicit destruction, accidental loss, alteration, dissemination or unauthorized access. However, responsibility for the management and protection of Data stored and administered via Magileads tools rests with the Client. All data is hosted in France.

7.3 Personal data

The Parties acknowledge having full knowledge of the obligations resulting from Regulation (EU) 206/79 of the European Parliament and of the Council of April 27, 2016 which entered into force on May 25, 2018 (hereinafter the “European Regulation”) and transposed into law French by Law No. 2018-493 of June 20, 2018 relating to the protection of Personal Data and any other applicable regulations in this area which apply to them in their respective capacity as data controller for the operations they carry out, in complete independence, each within the framework of their own activity.

MAGILEADS is responsible for processing the activities carried out within the framework of the management, development, maintenance and hosting of the Solution (management of oppositions, information of the persons referenced, functionality allowing the Client to cross its list of objections with the databases established or imported by customer, etc.).

The Client is responsible for processing commercial prospecting activities carried out from the solution with people referenced in the client's database.

7.3.1. Obligations of the Parties

Each Party will take, as far as it is concerned, all measures to ensure compliance with the European Regulation and any other applicable regulations and undertakes in particular to:

• Process Personal Data in accordance with the principles and obligations of the European Regulation and any other regulations applicable in this area;

• Insert in the processing register the activities carried out under its responsibility;

• Without prejudice to any other obligation resulting from this Contract, comply with article 28 of the European Regulation relating to the intervention of subcontractors. Each Party remains responsible for the processing activities carried out by a subcontractor;

• Complete the required formalities with the competent national protection authority, in particular consult the authority when the privacy impact analysis carried out reveals that the envisaged processing will be likely to generate a high risk for rights and freedoms persons concerned;

• Set the necessary retention period(s) for the Personal Data processed, depending on their purpose, as well as determining the terms of their archiving or erasure at the end of these periods;

• Ensure that the information notices intended for the persons concerned are made easily accessible and understandable to them and that these notices provide for the categories required by the European Regulation and any other applicable regulations in this area;

• Respond to complaints from data subjects exercising their rights of access, modification, erasure, limitation, opposition or, where applicable, portability and withdrawal of their consent, in the manner and time limits in accordance with the law applicable;

• Establish an internal procedure to identify and manage cases of violation of Personal Data and to proceed, when required by applicable law, to the notification of the competent national protection authority and/or individuals concerned in the manner and within the time limits prescribed by applicable law;

• Take all useful technical and organizational precautions, taking into account in particular the personal nature of the Personal Data that each of the Parties processes respectively and the risks presented by the processing(s), in order to preserve security and maximum confidentiality of this Data and, in particular, to prevent it from being distorted, damaged and, above all, from unauthorized third parties having access to it, in any way whatsoever.

7.3.2. MAGILEADS Bonds

MAGILEADS further undertakes, for the duration of the Contract, to:

• Guarantee the integration in each communication of an unsubscribe link, allowing recipients to exercise their right of opposition to being included in the client's database, without prejudice to the specific settings established by the Client;
• Inform the persons appearing in the client's database of the use of their personal data, in accordance with the requirements of article 14 of the European Regulation;
• Ensure that the consent of the persons appearing in the client's database is obtained within the deadlines and conditions required by the regulations in force, including the requirements, recommendations and guidelines of the competent supervisory authorities regarding the conformity of services;
• Notify the Client without delay in the event of a risk of non-compliance of all or part of the services provided by MAGILEADS under this Contract;
• Maintain the necessary documentation to demonstrate compliance of the services, in particular with regard to the consent of individuals to be included in the client's database and to receive commercial communications from MAGILEADS' clients, including the Client;
• Inform the Customer of any direct request received from a person objecting to the use of their personal data for commercial purposes by the MAGILEADS solution;
• Submit to an audit (including an on-site audit) at the request of the Client, allowing the latter to verify compliance by MAGILEADS with its obligations regarding the protection of personal data, in accordance with the “Audit” article herein. CONTRACT ;
• Guarantee and compensate the Client for any damage resulting from a violation by MAGILEADS of its obligations under this Article, without prejudice to other remedies available under the law or the provisions of the Contract, including partial or total termination of the Contract .

7.3.3. Contacts and notifications

Any questions or notifications provided for in clause 7.3 must be sent by email to:

• For Client XXX: business contact (email) + DPO (dpo@XXX)
• For MAGILEADS: DPO (KOLLI François, dpo@magileads.com)

8. CONFIDENTIALITY

Any information and/or data is considered “Confidential Information”, whatever the purpose (technical, financial, commercial, etc.), the nature (know-how, methods, processes, etc.), the support (written or printed documents, CD Rom, samples, drawings, etc.) or the mode of transmission (written, oral, computer). The content of this Agreement is Confidential Information.

Each Party will keep confidential and refrain from using (except within the framework of the Contract) any Confidential Information which is disclosed to it by the other Party or which it comes to know concerning the other Party.

The Parties undertake, from the date of receipt, to (a) apply to the Confidential Information that they receive from the other Party the same protection measures as those they would apply, where applicable, to their own information. confidential; (b) to use Confidential Information only for the performance of the Services; (c) only transmit the Confidential Information received to those members of their staff who strictly need it for the execution of the Contract; (d) not directly or indirectly disclose all or part of the Confidential Information without the express prior consent of the other Party; (e) to inform the disclosing Party as soon as possible of any loss of Confidential Information; (f) at the first request of the disclosing Party and, at the latest, within eight (8) days following the end of the Contract for any reason whatsoever, return all Confidential Information and destroy all its notes relating to Confidential Information and more generally to the performance of the Services. The Service Provider undertakes to ensure that this obligation of confidentiality is respected by all of its staff and any subcontractors.

The Parties may disclose information, without violation of this Agreement, in the following cases (i) if the information disclosed was independently developed by the receiving Party (i.e. not developed from Confidential Information transmitted by the other Party; (ii) if the information was already in the public domain when it was disclosed by the disclosing Party and without the latter being the originator of placing this information in the public domain; public and (iii) if the information was received from a third party by this Party, provided that this third party has not also been bound by an obligation of confidentiality.

This commitment will bind the Parties for the entire duration of the Contract and five (5) years after its end.

9. SECURITY

 The Service Provider is required to guarantee the security of the information and to comply with the Client's security requirements.

To this end, the Service Provider undertakes to implement technical and organizational measures in accordance with the Rules of the Art and, where applicable, local regulations to protect the Client's data and Information System.

The Service Provider guarantees compliance with these provisions by its staff and any subcontractors.

Consequently, the Service Provider is presumed responsible for any Incident and must, to exonerate itself from its liability, report to the Client that proof of the fulfillment of its security obligation was prevented by a case of force majeure, a fact of the Customer or by an act of a third party having had a similar effect provided that this third party is not a subcontractor or a third party being under the responsibility of the Service Provider.

9.1 Confidentiality and integrity

The Service Provider undertakes to ensure the security of its Information System, the Solution and the information processed. In this context, the Service Provider will notably adopt all useful measures guaranteeing the integrity of the data by protecting them against any fortuitous or unlawful destruction, accidental loss, or alteration, the confidentiality of the data by preventing their disclosure or any access by unauthorized third parties, and controlling the communication of data only to those who need to know it.

In the event that the Service Provider uses or carries out, as part of the Services, encryption means or operations, it undertakes to do so in accordance with the legislation in force on the date of implementation of these means or Services and to communicate to the Customer, as soon as possible, all necessary supporting documents, if applicable.

Furthermore, the Service Provider undertakes to ensure that the data is accessible and usable by persons duly authorized by the Client, upon first request.

9.2 Obligation to inform and correct security incidents

The Service Provider undertakes to inform the Client immediately and by all means in the event that he becomes aware of an Incident

The Customer must be notified in writing within a maximum of 48 hours following the discovery of the Incident.

Furthermore, the Service Provider undertakes to correct any security incident as quickly as possible and inform the Client of the planned corrective measures and the effective implementation of said measures.

The Service Provider and the Client agree to collaborate in order to determine the origin of any Incident (including Malware) by mutual agreement and to eradicate its consequences.

In the event that the Incident is attributable to the Customer alone, the latter will bear the costs of diagnosis and repair.

In the event that the Incident is attributable to the Service Provider, the latter will bear the costs of diagnosis and repair.

9.3 Update, security patches

The Service Provider applies the fixes recommended by hardware or software solution providers (system or application software, embedded software) on all the hardware for which it is responsible.

9.4 Backups and restoration

The Service Provider undertakes to back up the information processed in its Information System at a frequency necessary for the proper execution of the Services covered by the Contract,

In particular, the Service Provider must take all necessary measures in terms of backup and restoration to comply with the required level of service and undertakes in particular to regularly test the reliability and completeness of its backups by carrying out tests catering.

The Service Provider must take measures to guarantee the confidentiality of the Client's data saved: confidentiality of flows during backup operations; secure storage of backups.

9.5 Business continuity

The Service Provider must take all necessary measures to ensure the availability of the Information System, in accordance with the requirements defined in the clause relating to the required level of service.

9.6 Security monitoring

The Service Provider undertakes to ensure, during the duration of the Services, monitoring of risks incurred or software flaws, weaknesses, design defects that may affect the Solution and the Services. As such, the Service Provider is required to follow the publications of authoritative organizations in matters of information systems security.

10. FINANCIAL CONDITIONS

The price of the Services and the associated payment conditions are defined in the quote in Appendix 2 (see below). The prices referred to include all costs that the Service Provider must, where applicable, incur in execution of the Contract. Invoices are payable forty-five (45) days end of month date of invoice.

All invoicing covered by this Contract is on a tax-free basis.

11. PENALTIES

The penalties that may be owed by the Service Provider in the event of delay and/or non-compliance with the Service Levels under the Contract.

These penalties do not have a discharging nature, the Service Provider therefore remains fully liable and responsible for the Service and/or Service Level and cannot consider itself released from its obligation due to the payment of said penalty.

The penalties are independent of each other and, therefore, cumulative. The application of penalties cannot, moreover, hinder the Customer's other rights and in particular the right to obtain legal compensation for the damage suffered, in the form of damages and interest and to terminate the Contract, in whole or in part, in accordance with Article 13.2.

The fact that the Client does not assert, upon the Service Provider's failure, his right to apply penalties, does not mean that he waives this right.

The amount of the penalties can be immediately deducted by the Client from the invoices sent to him by the Service Provider. The Customer is not presumed to waive a penalty that he does not deduct from an invoice.

12. AUDIT

The Parties agree that the Client may, after having informed the Service Provider, giving fifteen (15) working days' notice (except in the event of an emergency, in which case the Client must give seventy-two (72) hours' notice) , have an audit carried out by persons of its choice, duly and specially mandated for this purpose.

The purpose of the audit will be to enable the Client to ensure compliance by the Service Provider with its obligations under the Contract (including a security audit of the Solution).

As part of these visits, the Service Provider cooperates fully and free of charge with the Auditor and undertakes:

• To communicate to him as soon as possible, the requested information being in his possession or under his control;
• To obtain the necessary information which may be under the control of a third party;
• To provide access to the premises concerned by the Services referred to herein;
• To allow the examination, for justified reasons, of all equipment used as part of the Services.

During the visits, the Auditor will be able to consult all the reports established by the suppliers and subcontractors of the Service Provider involved in the Services.

In the event that a visit reveals a violation on the part of the Service Provider of the stipulations of the Contract, the Service Provider undertakes to undertake, at its exclusive expense, the necessary corrective measures as quickly as possible following notification by the Client.

The audit report will be communicated to the Service Provider and will be examined during a meeting of a monitoring committee, with a view to examining the possible implementation of corrective actions.

It is understood between the Parties that any serious and/or repeated violation by the Service Provider of its obligations pursuant to Article 7 is likely to constitute a basis for termination for breach of the Contract by the Client.

13. DURATION – TERMINATION

 13.1 Duration of the Contract

The Contract enters into force on its date of signature by the Parties and remains in force for a period of three (3) months.

At the end of this commitment, the Contract will be automatically renewed for successive periods of 3 months unless one of the parties sends a notice of termination by registered letter with acknowledgment of receipt to its co-contractor at the latest one month before the new term. of the Contract.

Each Party therefore has up to 30 days before each new period of (3) months to object to the renewal of the Contract.

13.2 Termination

Termination for breach – In the event of a breach by one of the Parties of its contractual obligations, not repaired in whole or in part within thirty (30) days from receipt of a formal notice sent to this effect by registered letter with acknowledgment of receipt, the other Party may terminate the Contract, in whole or in part, automatically and without legal formalities, without prejudice to any damages to which the injured Party may claim due to the damage suffered. as such and without prejudice to the Client's ability to request the implementation of reversibility.

Termination for non-achievement of Service Levels – The Customer will have the option to terminate the Contract, in whole or in part, in the event of non-achievement of Service Levels.

Partial termination – The Client will have the option to terminate, for convenience, certain Services provided by the Service Provider during the Contract, by registered letter with acknowledgment of receipt and giving three (3) months' notice, without that no compensation is due to the Service Provider. Furthermore and in the event that the price of the Services is based on a number of Users and/or a volume, it is expressly agreed between the Parties that the Client will have the option, at any time during the duration of the Contract subject to the respect of one (1) month's notice, to reduce the number of Users and/or the volume, this Contract not containing any commitment of exclusivity on the part of the Client and its Affiliates to use the Solution nor no minimum volume commitment. The price of the Services will be adjusted to take into account this partial termination, without calling into question the unit price of the Services.

Change of control – The Service Provider undertakes to inform the Client of any significant change in its financial situation as well as any change of majority in its capital, contribution to a company, merger and, in general, any transaction likely to result in a change of control within the meaning of article L. 233-3 of the Commercial Code. The Client will have the option to notify the Service Provider, within ninety (90) days following receipt of this information,

the automatic termination of the Contract, by registered letter with acknowledgment of receipt, without prejudice to the right to request the implementation of the reversibility Services.

Termination of the Contract, for any reason whatsoever, is without prejudice to any penalties paid or due to the Client under the Contract.

13.3 Consequences of the end of the Contract

In the event of end of the Contract, for whatever reason, the Service Provider undertakes to continue making the Solution available and the provision of the Services under the same conditions of quality, security and confidentiality and the Client undertakes to pay to the Service Provider the sums due under the Contract and not disputed by the Client, until the effective date of end of the Contract (including any possible reversibility period). In the event of termination of the Contract due to fault on the part of the Service Provider, the Service Provider undertakes to reimburse the Client for all sums paid by the Client and corresponding to a period not used due to this early termination, in proportion to this period.

The Service Provider must also imperatively return to the Client, upon the latter's first request, all of the Client's Confidential Information in its possession or under its control, and not keep any copies of it, whether or not the Client requests its release. implementation of Reversibility Services. Confidential Information will be provided in the format and on the medium agreed with the Client and in any case, in a standard format that can be read without difficulty.

On the effective date of the end of the Contract (including any possible reversibility period), the Client's Users will stop using their Connection Credentials to the Solution.

14. REVERSIBILITY

In the event of termination of the Contract, for any reason whatsoever, the Service Provider undertakes to provide the Client or any third party designated by the Client, according to the schedule defined between the Parties, the data generated by the Client during the course of the contract. use of the Solution and all other Confidential Information as well as all elements in its possession or under its control and which have been entrusted to it by the Client during the Contract, and to provide all advice and transfer of useful knowledge in order to enable the Client or the designated third party to regain control of the Services. At the Customer's request, the Service Provider also undertakes to provide the Customer or the designated third party with the necessary assistance services.

The operational modalities of the reversibility process, the elements to be given specifically to the Client or the designated third party as part of this reversibility as well as the financial conditions applicable to the reversibility will be defined between the Parties, in a reversibility plan, of which a first version must be drawn up by the Service Provider and presented to the Client no later than six

(6) months following the date of entry into force of the Contract.

The reversibility period will last throughout the notice period and may continue beyond this notice period for an additional period which cannot exceed six (6) months. During the reversibility period, the Service Provider undertakes to maintain continuity of access to the Solution and Services, without degradation of the Service Levels and the security and confidentiality conditions defined in this contract.

At the end of the reversibility period, the Parties will sign a report of the end of reversibility noting its successful completion.

The Parties agree to the following financial provisions, with regard to the reversibility assistance services provided by the Service Provider:

• If reversibility results from early termination of the Contract due to fault of the Service Provider (including failure to comply with the Service Levels), reversibility assistance services will then not be invoiced to the Client and the Service Provider will bear all costs relating to reversibility;
• If reversibility results from early termination of the Contract due to force majeure or change of control of the Service Provider, the cost of reversibility will be borne equally by the Service Provider and the Client;
• If the reversibility results from any other cause of interruption of the Contract, the reversibility assistance services will be invoiced to the Client.

15. RESPONSIBILITY

 The Service Provider is liable to the Client for any direct damage caused to the latter in the event of an event attributable to the Service Provider, its permanent and non-permanent staff or its possible subcontractors, in the context of the execution of the service. CONTRACT.

Under no circumstances will the Service Provider or the Client be held liable for indirect damage within the meaning of article 1231-4 of the Civil Code and the case law of the French courts.

In the event that the Client is held liable, it is expressly agreed that the Client will only be required to compensate for direct and immediate damage, within the limit of an amount of total and cumulative damages not exceeding an equal sum. 50% (fifty percent) of the amount paid under this Agreement.

16. INSURANCE

 The Service Provider certifies having taken out insurance with a reputably solvent company covering its professional risks for the benefit of the Client in particular.

17. GENERAL PROVISIONS

 17.1 Use of the Client's brands and logos by the Service Provider

Any use by the Service Provider of the Client's brands and/or logos for commercial prospecting purposes of the Service Provider's services, products and offers is subject to the Client's prior written authorization.

17.2 Notification

Unless expressly agreed otherwise, any notification under the Contract must be made in writing and either delivered in person, or sent by registered letter with acknowledgment of receipt, or made by extrajudicial act to the address indicated at the top of this document or to any other address that one of the Parties mentions to the other in writing in the manner specified in this article.

17.3 Interpretation

If any stipulation of the Contract should be held to be invalid, illegal or inapplicable, the other stipulations will continue to bind the Parties as if the invalid, illegal or inapplicable stipulations had been non-existent from the outset.

17.4 Intuitu Personae

The Service Provider is not authorized to assign or transfer, in any manner whatsoever, to third parties, all or part of its rights or obligations hereunder.

17.5 Independence of the Parties

It is expressly understood between the Parties that the Service Provider acts in its own name and on its own account, as an independent contractor in the execution of the Contract and that the Service Provider's stakeholders remain placed under the direction, authority, and control of the Service Provider and will in no way be considered as employees of the Client. Likewise, the Contract cannot in any way be interpreted as creating a company, an agent or mandatary relationship, between the Parties. By express agreement, the Service Provider cannot act in any way in the name and on behalf of the Client.

17.6 Force majeure

Neither Party may be held liable to the other in the event of non-performance of its obligations under the Contract resulting from a case of force majeure. By express agreement, all unforeseeable, irresistible and external events making the execution of the Contract impossible in whole or in part are considered to be cases of force majeure, as usually recognized by the case law of the French Courts and Tribunals, in priority by the case law of the Court of Cassation. Initially, the force majeure event will suspend the execution of the Contract. If the force majeure event were to last more than thirty (30) days, the Contract may be terminated automatically, without legal formality, by either Party by written notice to the other Party.

17.7 Subcontracting

The Service Provider may subcontract part of its services under the Contract, under the conditions of Law No. 75-1334 of December 31, 1975 relating to subcontracting. The Service Provider undertakes to choose its possible subcontractors and to define their obligations, so as to be able to ensure strict compliance with its own obligations within the framework of the execution of the Contract. The Service Provider is responsible for compliance by any subcontractor with the security and confidentiality obligations defined in the Contract. Under no circumstances will the use of subcontracting reduce the Service Provider's obligations and guarantees under the Contract, the Service Provider remaining solely responsible for the services provided by its subcontractor.

17.8 Non-waiver

No act of tolerance by one of the Parties, even repeated, can constitute a waiver of the latter to avail itself of any of the stipulations of the Contract.

17.9 Language of the Contract

This Contract is drawn up in French. In the event of translation of this Contract into a foreign language, only the French version will be authentic.

17.10 Applicable law and competent jurisdiction

The Contract is governed by French law. In the event of a dispute over its formation, validity, interpretation, execution or termination, the Parties agree to submit this dispute to the competent courts of Paris, including for conservatory procedures and in the event of summary proceedings, requests, appeal in guarantee or plurality of defendants.

• : ANTI-CORRUPTION REGULATION

The Service Provider undertakes to execute this Contract in strict compliance with the standards and regulations applicable to its sector, and in particular Law No. 2016-1691 of December 9, 2016 relating to transparency, the fight against corruption and the modernization of economic life, known as the Sapin 2 law.

The Service Provider thus undertakes to ensure that it and all of its affiliated companies, managers, employees, representatives, subcontractors and agents (hereinafter the “Representatives”) comply with the regulations applicable to prevention. of corruption.

The Service Provider and its Representatives are prohibited in particular from promising, offering or granting to any person, directly or indirectly, any undue advantage so that this person, in violation of their duties, performs or refrains from performing a act.

In the event of non-compliance by the Service Provider or its Representatives with the provisions of this Article, the Client will be entitled to terminate this Contract automatically and without notice by registered letter with acknowledgment of receipt, without payment of compensation and without prejudice. damages or remedies provided by law.

Appendix 1: Confidentiality Agreement – ​​NDA

 Subject: Confidentiality commitment

 Sir,

We have requested your support in the commercial development of the digital prospecting solution (the “ Product ”) used by the company [Company Name .

This Product being strictly confidential, including internally, the purpose of this agreement (the “ Agreement ”) is to define the terms and conditions enabling its complete confidentiality to be preserved.

1. For the purposes of this Agreement, the following are considered “ Confidential Information ”:

1. Any information, of any nature whatsoever, relating directly or indirectly to the Product, communicated by the Company, or its advisors, in writing, orally, or by any other means, before or after the signing of this Agreement;

2. All reports, analyses, notes, compilations, studies, projections, interpretations and any other documents prepared by you (in whole or in part) that contain, reflect or are based on information described in paragraph 1(i) above ; and the very existence of the Product and this Agreement.

As an exception to the above, information which (a) is already publicly available on the date of its communication or dissemination, (b) would become, after the date of its communication or dissemination, publicly available otherwise that by a breach of the obligations stipulated herein or (c) would be transmitted to you on a non-confidential basis by any person other than the Company provided that such person was not subject to any obligation of confidentiality with regard to the Company.

2. In view of what has just been explained and the communication which has been made to you or which will be made to you of the Confidential Information, you undertake, by signing this Agreement, without any condition, limitation or restriction, to:

1. Keep the Confidential Information strictly confidential and use it yourself only for the needs of your mission in relation to the Product and with all required discretion;

1. Do not communicate or reveal any Confidential Information, nor the fact that Confidential Information has been transmitted, to any employee, manager, agent or collaborator of the Group or to any third party, with the exception of those of employees, directors, agents, collaborators or advisors of the Company who are also informed of the Product and who have themselves entered into a confidentiality undertaking in connection with the Product or who are subject to a professional duty of confidentiality and who appear in Appendix 1 (the “ Informed Persons ”) , and solely for the purposes of evaluating the interest and/or feasibility of the Product and its possible methods of production;

• Take all necessary precautions to prevent and prevent any disclosure or access to Confidential Information.

If you find yourself under a legal or regulatory obligation to disclose Confidential Information, you will inform us immediately and in advance, in order to enable us to obtain any provisional or protective measures, or to undertake any action open to us to avoid similar disclosure or to limit its content to the strict minimum necessary to satisfy this obligation.

3. You acknowledge that you will be responsible for any failure to comply with the provisions of this Agreement and that your liability may be sought for any failure to fulfill your obligations hereunder.

4. In the event that you notice that the terms hereof have not been respected, you undertake to immediately inform the Company and provide it with any assistance in order to minimize the effects of such a breach, without prejudice to your liability to reason for the violation hereof.

5. This Agreement is concluded for a period of one (1) year from the date of signature, it being specified, where necessary, that your commitment to keep the Confidential Information confidential is without prejudice to the possible interruption of the steps towards the production of the Product.

6. This Agreement may only be modified in whole or in part pursuant to an amendment signed by both parties hereto.

7. This Agreement will be subject to and interpreted in accordance with French law. Any dispute relating to its interpretation or execution will fall under the exclusive jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal.

We would be grateful if you would confirm your agreement to the terms of this Agreement by returning one of the two attached copies, dated, initialed and signed by you.

Francois KOLLI
dpo@magileads.eu
Company KA-Groupe – MAGILEADS
40 Rue de Plaisance, 75014 Paris

RC / Siret number: number 848746632
APE code: 7022Z