General Terms and Conditions

Preamble

WEEKI develops and markets a collaborative tool for research, science education and modelling.

The Solution is provided primarily in a "SaaS" format on servers operated by WEEKI or its subcontractors, but may also be provided in an on-premise version under the Enterprise offering.

If the Client subscribes to the Solution, it has been informed of the main features of the Solution, its purposes and its performance, and now wishes to benefit from access to the Solution.

WEEKI also offers fixed-price or time-and-materials services, as well as a content marketplace.

The Client has therefore decided to enter into an Agreement with WEEKI, which includes these GTC.

THE PARTIES HAVE THEREFORE AGREED AS FOLLOWS:

Article 1. Definitions

The terms defined below, when used in the Agreement with an initial capital letter, whether in the plural or singular, shall have the following meaning between the Parties:

"Academy": means the online course platform offered by WEEKI, accessible in accordance with the terms of the subscribed Plan.

"Defect": means any major or blocking defect of the Solution. Defects originating from circumstances other than those identified above and external to the Solution are deemed excluded from the scope of WEEKI's liability.

"Automations": means the Solution features enabling the automated execution of processing, billed on a "pay-as-you-go" basis according to execution time, cluster size and volume of data processed.

"GTC": means this document and its appendices.

"Client": means WEEKI's client, as identified in the Order.

"Order": means the order placed by the Client with WEEKI, via an online order or by signing a document to that effect, such as a quotation.

"User Account": the User's account in the Solution, within the limits set by this Agreement.

"Content": means the content created or sold by WEEKI in the Solution or by third-party creators in the Solution and the Marketplace, including courses, MOOCs, webinars, templates, maps, technical, scientific and theoretical models, documents, tutorials, datasets, ontologies, in any format.

"Agreement": means these GTC, including the preamble, the appendices, and the Order.

"Documentation": means all documents relating to the Solution provided by WEEKI under the Agreement.

"Data": means the Client's data that the Client imports into the Solution.

"Deliverables": means all items, work, documents, models, content, developments, configurations or results produced by WEEKI in the performance of the fixed-price or time-and-materials Services, as defined in the Order or specific quotation.

"Maintenance": means maintenance of the Solution by WEEKI, in accordance with the SLA.

"Marketplace": means the platform integrated into the Solution enabling the purchase and sale of Content between WEEKI, third-party creators and Clients.

"Party": means the Client and/or WEEKI, individually and/or collectively.

"Plan": means the subscription plan taken out by the Client (Free, Pro or Enterprise), as defined in the Order.

"Professional Services" or "Services": means the services provided by WEEKI to the Client, either on a fixed-price basis or on a time-and-materials basis (resources and time), as defined in the Order or a specific quotation.

"SLA": means the service level of the Solution, and the time to remedy Defects, as defined in Appendix "SLA".

"Users": means the persons using the Solution within the Client's teams in accordance with the terms and conditions of the Agreement, provided that a User must be an employee of the Client, or the Client itself if it is a natural person.

"WEEKI": means the single-member simplified joint-stock company (société par actions simplifiée unipersonnelle) with share capital of EUR 1,000, whose registered office is located at 2 Avenue Léon Jouhaux, 59000 Lille, France, registered with the Lille Trade and Companies Register under number 899 960 587.

Article 2. Purpose of the Agreement

The purpose of the Agreement is to define the technical, legal and financial terms under which WEEKI, in accordance with the Client's Order:

• grants rights of access to and use of the Solution, through User Accounts, to the Client, in accordance with the SLA;
• provides fixed-price or time-and-materials Professional Services;
• makes available a Marketplace enabling the acquisition of Content;
• provides access to the Academy in accordance with the subscribed Plan.

All in consideration of payment of the prices agreed in the Order or specific quotations.

Article 3. Contractual Documents

3.1. Contents of the Agreement

The Agreement entered into between the Parties consists of the following contractual documents:

• The Order;
• The GTC;
• Its appendices are as follows:
  • Appendix 1 - SLA;
  • Appendix 2 - Personal Data.

The Order prevails over the GTC, which prevail over the Appendices.

The Appendices have the same priority. In the event of a contradiction between them, the Parties shall meet to find an amicable solution.

The Agreement constitutes the entire agreement between the Parties and sets out all of their obligations. Any prior agreements between the Parties relating to the same subject matter as the Agreement are null and void and replaced by the Agreement.

No indication or document may be deemed incorporated into the Agreement and give rise to obligations unless it is the subject of an amendment approved and signed by duly authorised representatives of both Parties.

The Parties agree that no general or specific terms contained in documents sent by either Party may be incorporated into the Agreement.

The same applies, without limitation, to terms appearing on invoices, terms set out in commercial documents, and any letters or correspondence sent directly or indirectly by one Party to the other.

3.2. Updates to the GTC

WEEKI reserves the right to amend the GTC at any time by publishing a new version in the Solution and notifying the Client by email or upon the Client's next login to the Solution.

The amended GTC shall apply unless the Client terminates its subscription.

The GTC apply regardless of the Client's country of origin and country of residence.

The GTC apply throughout the period during which the Client uses the Solution.

Notwithstanding the foregoing, if the Order relates solely to fixed-price or time-and-materials Professional Services, without a subscription to the Solution, the applicable GTC are only those accepted when the relevant Order is signed, and subsequent amendments to the GTC shall not apply to that Order.

3.3. Acceptance of the GTC and the Order

Registration for the Solution, as well as any Order, implies the Client's unreserved acceptance of the entire GTC and of the content of the Order.

This acceptance is expressed as follows:

• In the case of an order via the Solution: by ticking the appropriate box when registering for the Solution and before validating an Order. Ticking this box shall be deemed to have the same legal value as a handwritten signature. A second validation will be required to confirm before payment by clicking the validation button.
• In the case of an Order outside the Solution: by signing a quotation or a written Order.

3.4. Legal capacity

Acceptance of the GTC, use of the Solution and any ordering action require that the Client has the legal capacity necessary to do so.

The Solution is intended for both professionals and consumers.

If the Client is a natural person, it must be authorised to accept the GTC personally without the consent of a guardian.

If the Client is a legal entity, it must be duly registered in its country of origin.

If WEEKI becomes aware that a Client lacks legal capacity or does not comply with the registration conditions for the Solution, its User Account may be closed immediately, without notice and without WEEKI incurring liability. Any Order placed without legal capacity may also be cancelled under the same conditions.

Article 4. Effective Date and Term

The Agreement enters into force on the date the Client subscribes via an Order.

The Agreement remains in force for the term of the subscription, which may be monthly or annual (the "Initial Term"), and is renewable by tacit renewal by the Parties for successive periods of the same duration (each a "Renewal Term").

The Client is committed for the subscription term and may not terminate it before the end of its subscription.

The Parties may notify the other Party of their intention to terminate the Agreement at the end of the term:

• In the case of a monthly commitment, in writing no later than the end of the term.
• In the case of an annual commitment, in writing with two (2) months' notice.

The Client may request termination directly through its User Account or by contacting support within the Solution.

At the end of each Renewal Term, the Agreement may be renewed or terminated under the same terms and conditions.

For Professional Services: notwithstanding the foregoing, the Agreement remains in force for the period required to perform the Services as defined in the Order or specific quotation: either for a fixed term agreed between the Parties for time-and-materials services, or until delivery and acceptance of the Deliverables for fixed-price services.

Article 5. Orders

This article applies only to Orders placed within the Solution. For Orders placed by signing a quotation or any other document, the ordering process is limited to that signature.

5.1. Standard orders

The Client may place Orders within the Solution.

Before its first Order, the Client must create a User Account.

The ordering steps are as follows:

1. Creation of a User Account by the Client if this is a first Order, or login to the account if it already exists;
2. Providing the Client's identification details;
3. The Client is invited to choose a plan to order and to add its payment information.
4. Express acceptance of the GTC by clicking a validation button after scrolling through the entire document.
5. Review of the Order summary for final validation;
6. Acknowledgement and validation of the agreement by the Client;
7. Validation of the Order, including a statement that the Order entails an obligation to pay;
8. Sending an Order confirmation email to the Client by WEEKI upon receipt of the Client's payment, reproducing the entire Order.

The Order becomes final upon receipt by WEEKI of the Client's full payment.

The contact details and information provided by the Client must be current and accurate. If this is not the case, WEEKI cannot be held liable in the event of issues in processing the Order.

WEEKI shall not be held liable for data entry errors made by the Client during the ordering process (including, in particular, the Client's address) or for any other incorrect information provided by the Client, nor for the consequences thereof.

WEEKI reserves the right to refuse any Order for legitimate reasons, in particular in the event of payment issues, issues resulting from the Client providing incomplete and/or inaccurate information, Orders that are abnormally high compared with the Orders usually placed by the Client, or Orders placed in bad faith.

WEEKI may also refuse new orders for technical reasons (load management, etc.).

WEEKI will archive Orders and invoices on a reliable and durable medium constituting a faithful copy. Computerised archives shall be considered by the Parties as evidence of communications, Orders, payments and transactions between the Parties.

If the Client wishes to negotiate specific features of the subscription plan (a different number of users, a different amount of storage, a specific group rate, etc.), the Client must contact WEEKI by email. The Parties agree that WEEKI has no obligation to accept the Client's request. The specific terms of the Client's subscription plan shall be confirmed either by email, or in an appendix to the Order (which shall be subject to these GTC), or by a specific agreement.

5.2. Free plan (Free)

This article may derogate from the rest of the GTC and applies only to Clients using the Solution under the Free plan (Free).

Clients may access the Solution via the Free plan (Free). The Client may at any time choose to subscribe to a paid plan (Pro or Enterprise) by providing its banking information and making the corresponding payment.

The Free plan (Free) provides access to a limited version of the Solution, intended to test the Solution, with no time limit.

The Client must accept the GTC when registering for the Solution's Free plan (Free) by ticking the corresponding box.

Use of the Solution may be limited under the Free plan (Free), which the Client accepts.

WEEKI has no obligation with respect to:

• Any performance obligation during provision of the Solution.
• Absence of bugs or defects in the Solution, or permanent availability of the Solution.
• Frequency of maintenance or updates of the Solution.
• Quality of the Solution.
• Service level agreement and availability of the Solution.
• Duration of support and continuity of the Solution.

The Free plan (Free) is granted without providing payment information.

The Client may at any time upgrade from the Free plan (Free) to a paid plan (Pro or Enterprise), either online or by contacting WEEKI. The Client must then accept the GTC again and provide its payment information. If the Client decides not to subscribe to a paid plan and deletes its User Account, the Client's Data will be deleted by WEEKI.

The Client's Data may be automatically deleted if WEEKI suspects that the Client is not using the Solution in compliance with the GTC (such as hacking or automated behaviour).

By way of derogation from the "Liability" article, WEEKI is not liable for any direct or indirect damage of any kind caused to the Client during use of the Free plan (Free).

This limitation of liability covers any type of indirect damage, including, without limitation: loss of business, loss of revenue, loss of orders, loss of profit, loss of data or any other information, loss of clients, loss of expected savings, damage to the company's image or reputation, loss of opportunity.

The Client may be held liable by WEEKI for any damage caused to WEEKI due to non-compliance with the GTC.

If this liability cap cannot apply for any reason, the amount of damages shall not exceed the amount of the lowest monthly fee that could be payable by a Client for access to the Solution at the time the damage occurred.

5.3. Student account

This article may derogate from the rest of the GTC and applies only to students who have created a User Account within the Solution in order to access their school's courses, where the school itself is a client of WEEKI.

WEEKI's commitments towards student Users are the same as those towards Clients using the Free plan (Free).

A student's User Account may be subject to specific limitations related to this status, at WEEKI's discretion. These limitations may change at any time without prior notice from WEEKI.

The student has free access to its User Account as a student, enabling access to the Content offered to students on WEEKI by its school, as well as to all Content created by a school that the student may have purchased during this period, unless the school deletes the Content or terminates its subscription to the Solution.

If the student wishes to keep its User Account after this date, WEEKI may invite the student to convert its User Account into a standard account. Failing that, WEEKI may terminate its access at any time, without prior notice.

Article 6. WEEKI's Obligations

6.1. Provision of access to the Solution

If the Client has placed an Order for access to the Solution, WEEKI provides the Client with access to the Solution, which is standardised, accessible remotely, and does not require integration by WEEKI into the Client's systems.

Once the Order is placed, WEEKI grants the Client and its Users the right to access the Solution via their User Accounts.

Access to the Solution will be billed by WEEKI in accordance with the terms set out in the Order, depending on the selected plan (Free, Pro or Enterprise).

In addition to the subscription, use of Automations within the Solution is subject to additional billing under a "pay-as-you-go" model. The cost is calculated automatically based on execution time (run), the size of the clusters used and the amount of data processed by the Automation.

The Client may upgrade or downgrade the plan chosen and set out in the Order at any time. In the event of a downgrade, the new plan will apply from the next subscription period. In the event of a change to a less expensive plan, or a plan with fewer features, the Client must, prior to such change, remove the options used in the Solution that are not included in the lower plan and, in particular, ensure that it does not exceed the storage and automation quotas allocated to the lower plan. Failing that, the plan change is not possible.

On the Effective Date of the Agreement, the Solution will operate as described in the description of the Solution on the date of the Order. The features may evolve as the Solution evolves, at WEEKI's discretion, which the Client accepts. In particular, WEEKI may change the hardware and software environment applicable to the Solution.

WEEKI will provide the Client with access to the Documentation, in English.

WEEKI provides in the Documentation a list of the Solution prerequisites which the Client must comply with. WEEKI shall not be liable if the Solution cannot be used due to the Client's failure to meet the prerequisites.

WEEKI will use its best efforts to correct or provide an alternative solution for any substantial and reproducible non-conformity of the Solution with the essential specifications set out in the Agreement or the Documentation, as specified in the SLA. This warranty applies only to the extent that the Solution is used in accordance with the Agreement and no modifications are made without WEEKI's prior consent. The Client shall cooperate with WEEKI and provide WEEKI with any available information in writing in order to enable WEEKI to reproduce and seek to correct any issue.

To the fullest extent permitted by law, the obligations described in this section are WEEKI's only obligations and liabilities and constitute the Client's sole and exclusive remedy in the event of non-conformity.

6.2. Availability of the Solution

WEEKI provides the Client with access to the Solution, performs its Maintenance and guarantees its availability and quiet enjoyment under the conditions of the SLA.

The Client acknowledges and agrees that WEEKI cannot be held liable for interruptions, outages or alterations of access to the Solution that may result from the network itself, Internet network issues, the connection method used, or any other external cause. The Client is informed of technical issues that may affect networks and lead to slowdowns or unavailability making connection difficult or impossible. WEEKI shall not be liable for difficulties accessing the Solution due to Internet network problems.

6.3. Security

WEEKI undertakes to use its best efforts to secure access to, consultation of and use of the Solution. However, WEEKI does not guarantee that the Solution is error-free or that access will be uninterrupted. WEEKI's obligation to ensure the security of the Solution and the security and confidentiality of hosted information is, in any event, an obligation of means, and WEEKI cannot guarantee absolute security. If WEEKI detects a security issue likely to seriously compromise the security of the Solution, WEEKI may, without notice, temporarily interrupt the Solution in order to remedy the security defect as soon as possible.

With regard to the security of personal data collected for which WEEKI acts as a processor, Appendix "Personal Data" shall apply.

6.4. Additional Content

WEEKI may sell additional Content in the Solution via its Marketplace. This Content is optional and not necessary to use the Solution. The Content may include, in particular, courses (including as part of the Academy), models, datasets, ontologies and other resources.

The Content may be created by WEEKI or by a Client that has granted WEEKI the right to resell the Content.

This Content may be provided free of charge or for a fee.

Content updates may also be provided free of charge or for a fee, including where the Client has paid for the previous version of the content.

Unless stated otherwise at the time of purchase, the right to access and use Content purchased on the Marketplace is granted to the Client as a non-exclusive licence to access the Content, without any transfer of intellectual property rights.

The Client uses the Content at its own risk. The Content is provided "as is" and without any warranty. WEEKI expressly excludes and disclaims any implied warranties of merchantability and fitness for a particular purpose and any other warranties, express or implied, arising from any statutory provision, other rule of law or trade practice.

WEEKI cannot be held liable for the quality, relevance or completeness of the Content, for the existence of conflicts or repetitions in the information included in the Content, or for the Client's interpretation of the Content.

6.5. Client Content

6.5.1. Sale of Content by the Client within the Solution

The Client may create Content and publish it within the Solution.

Any Content published within the Solution may be marketed by the Client within the Marketplace, in which case the Client shall pay WEEKI a commission of fifteen (15)% of the price paid by the buyer to the Client via the Marketplace.

If the Client markets Content published within the Solution outside the Solution, directly or indirectly, so as to circumvent this commission, this constitutes a breach of the Agreement. The Client may then incur liability towards WEEKI in this respect, and WEEKI may in particular immediately terminate the Agreement, without any refund of any sums paid in advance for the current subscription period.

6.5.2. Sale of Content to WEEKI

The Client may also offer to sell to WEEKI the Content created in the Solution. WEEKI may also review public Content and contact the Client directly.

WEEKI remains free to accept or refuse this offer and has no obligation to respond to this request.

WEEKI will review the Content and make an offer, if applicable.

If the Parties agree on a price, WEEKI may, at its discretion:

• Grant the Client a credit to be used against a future invoice for the Solution; and/or
• Transfer payment to the Client's bank account by bank transfer.

The conditions for WEEKI's use of the Content are set out in Article 10.3 "Client Content".

6.6. Additional services for the Enterprise plan

For Clients subscribed to the Enterprise plan, WEEKI may offer additional services upon quotation, including:

• An on-premise version of the Solution, installed on the Client's infrastructure, under technical and pricing terms to be defined in the Order;

In such case, WEEKI shall have no responsibility with respect to performance, availability, security, processing of the Client's Personal Data and, more generally, the Solution SLAs, as these depend on the Client's infrastructure.

WEEKI shall provide the Client with Documentation enabling the Client to install this on-premise version of the Solution, as well as updates thereto under the terms provided in the Order (failing which, minor updates only and no major version upgrades).

• Onboarding bootcamp services, during which the WEEKI team visits the Client's premises to train the Client's teams in the use of the Solution. The specific terms of these additional services will be set out in the Order.

6.7. Academy

WEEKI makes available an online academy offering training courses on the use of the Solution and related technologies. These courses are accessible online only, and no intellectual property rights are transferred to the Client in respect of them.

Access to the WEEKI Academy may be:

• Included in certain subscription plans under the terms set out in the Order;
• Offered for an additional fee for other users.

The courses available in the Academy are provided "as is" and their content may evolve at WEEKI's discretion.

The access and pricing terms for the Academy are detailed in the Documentation and the Order.

6.8. Professional Services

WEEKI may also provide time-and-materials or fixed-price Professional Services, with or without access to the Solution.

6.8.1. General

The Services may be performed either for use within the WEEKI Solution or independently, as agreed in the Order.

These Services are provided on a best-efforts basis.

The scope of the Services is detailed in the Order.

Any request to change the scope of the Services (adding features, additional iterations, scope extension, etc.) must be the subject of a prior written agreement between the Parties and will result in an additional quotation or an amendment to the Agreement.

6.8.2. Time-and-materials

WEEKI undertakes to deploy the resources and skills necessary for proper performance of the assignment, billing being based on time spent.

The Client and WEEKI agree on an indicative schedule. WEEKI undertakes to deploy the resources and skills provided for in the Order.

The schedule is established on a best-efforts basis and may be modified by mutual agreement between the Parties according to operational constraints.

Billing is based on the actual time spent, at the daily or hourly rates agreed in the Order or specific quotation. Time-and-materials services may be capped in number of days or amount, as specified in the Order.

Payment will be made monthly.

WEEKI will provide the Client with regular reporting on progress and time spent. Unless otherwise agreed between the Parties, reporting will be monthly, at month-end.

Ownership of the Deliverables is transferred to the Client as they are produced or at the end of the assignment, as agreed.

6.8.3. Fixed-price

WEEKI undertakes to deliver Deliverables compliant with the specifications agreed in the Order.

The Deliverables will be submitted to the Client in accordance with the schedule agreed in the Order or specific quotation.

WEEKI will control the quality and compliance of the Deliverables before submitting them to the Client.

Once the deliverable has been submitted, the Client has fifteen (15) calendar days to:

• approve the Deliverable, in which case it shall be deemed finally accepted; or
• reject the Deliverable, providing written and detailed justification of the non-conformities observed compared with the agreed specifications.

If the Client does not respond within fifteen (15) days, the Deliverable shall be deemed tacitly accepted.

In the event of a justified rejection for proven non-compliance with the specifications, WEEKI undertakes to correct the identified non-conformities and submit a new deliverable within a reasonable time. The Client will again have fifteen (15) days to accept or reject the corrected deliverable under the same terms.

Fixed-price Deliverables are provided to the Client upon final acceptance.

Article 7. Client's Obligations

Proper performance of the Agreement also depends on the Client complying with its obligations.

The Client is responsible for its choices and for how it uses the items and data provided by WEEKI (whether or not resulting from use of the Solution). WEEKI shall not incur liability towards the Client in this respect.

The Client is responsible for importing its own Data into the Solution, the Solution being only a technical solution provided without Data, except for the Content provided by WEEKI. The Client may also use integrations offered by WEEKI within the Solution and purchase additional Content to use in the Solution, under its sole responsibility.

The Client may choose to make its Data public (with or without a password) or private (to other users) within the Solution, at its own risk. WEEKI shall not be liable for the consequences of choosing to make data public, in particular its use or download by a third party. If public Data is turned into private Data, WEEKI will no longer allow third parties to view such Data in the Solution. WEEKI remains able to view and use the Data in accordance with this Agreement, whether public or private (except in the latter case if they are protected by a password).

Integrations may allow the Client to connect to other solutions over which it has rights. Access to those other solutions must be obtained by the Client at its own expense and by its own means. WEEKI provides no assistance for this and access to those solutions is not part of the service provided by WEEKI.

The Client warrants in particular that it holds all rights in such Data. The Client must ensure that it has obtained the consent of any data subject, where necessary.

The Client is also responsible for the Data it imports into the Solution. WEEKI shall not be responsible if the results provided by the Solution are incorrect due to the Client importing erroneous, poor-quality or incompatible Data.

WEEKI shall not be responsible if third parties access the Data and publish it without the Client's prior consent, except in the event of fault or negligence by WEEKI.

The Client shall put WEEKI's personnel in contact with the Client's personnel and shall ensure that such personnel provide the collaboration, availability, skills and experience sufficient and necessary for proper performance of its obligations.

The Client also undertakes to make all decisions necessary to enable WEEKI to perform its obligations.

The Client undertakes to pay WEEKI the amounts set out in the Order in consideration for providing access to the Solution and providing the Services.

Article 8. Cooperation Obligations

Proper performance of each Party's obligations requires ongoing, sincere and regular exchange of information between the Parties.

This also implies that each Party puts in place appropriate internal processes, motivates its personnel and organises monitoring of its obligations.

The Parties undertake to comply with all cooperation obligations set out in the Agreement.

Each Party undertakes to provide its employees and contractors with the information necessary for them to cooperate fully with the other Party.

Article 9. Personnel

WEEKI undertakes to assign and maintain, for performance of the Agreement, experienced, qualified and available personnel with all necessary skills, in sufficient numbers.

WEEKI alone determines, under its responsibility, the profile and number of employees assigned to performance of the order.

WEEKI's personnel remain, in all circumstances, under WEEKI's hierarchical and disciplinary authority; WEEKI retains technical authority and administrative, accounting and social management of its personnel.

Such personnel shall continue to benefit from all rights and shall be subject to the obligations arising from their employment contract with WEEKI.

Article 10. Intellectual Property Rights

10.1. Access to the Solution

In consideration of the payment provided for in the Agreement, WEEKI grants the Client a personal right to access and use the Solution exclusively via User Accounts.

This right may only be used by Users.

The Client is not authorised to use automated software (such as bots) with the Solution.

The Solution is provided to the Client as an online service. This online service is provided via the Internet.

The right of access to the Solution is a personal, non-transferable and non-exclusive right to access and use the Solution for the Client's internal needs.

This right may be exercised worldwide.

This right of access is limited to the number of User Accounts agreed between the Parties. WEEKI implements the access controls necessary to ensure that any person accessing the Solution has a right of access.

Each Client or User may be limited to processing a certain volume of Data within the Solution, depending on its subscription.

Each additional User must have a new User Account, to be created by the Client.

The Client has no other rights of use than those expressly set out in this article.

The Client undertakes to use the Solution in a manner that does not infringe WEEKI's rights or the rights of third parties.

In this context, the Client undertakes to ensure that only duly authorised persons among the Users have access to the Solution, meaning that WEEKI may in good faith assume that all instructions or requests received from the Client or a User come from a person authorised by the Client.

The Client is therefore solely responsible for its use of the User Account(s) and for use of the Solution, and agrees to bear all consequences arising from use of the Solution, whether such use is by the Client, a User or a third party using the User Account(s). It is the Client's responsibility to ensure that Users comply with the terms of the licence and the Agreement.

The Client undertakes to use its login credentials only for the purposes of using the Solution under the granted licence, and to take all necessary measures to ensure confidentiality and security of its credentials, in particular not to disclose them or make them accessible to third parties.

It is also the Client's responsibility to ensure the confidentiality and security of the User Account(s), for example by changing passwords regularly.

If the Client or a User has reason to believe that its login credentials (such as usernames and passwords) have been lost, stolen or compromised in any way, or in the event of unauthorised use of a User Account, the Client must immediately inform WEEKI by any means. In such a case, the Client authorises WEEKI to take the necessary measures to secure the User Account, such as resetting passwords or temporarily suspending access to the Solution.

The Client and the Users are authorised to use the Solution only in relation to Data they own or personal data for which they are responsible as data controller.

Except with WEEKI's express written authorisation, the Client shall not—and shall not allow a User or any third party to: (i) allow any third party not expressly authorised by WEEKI to access the Solution, sublicense, translate, sell, lend, rent, distribute or use the Solution to operate an IT services company, provide (direct or indirect) access to the Solution, or use the Solution under a so-called "time-sharing" agreement; (ii) create derivative works or access the Solution in order to develop a competing product or service, or to copy any element, function or graphic of the Solution; (iii) reverse engineer, decompile, disassemble, translate, attempt to remove or circumvent any mechanism of the Solution, or attempt to reconstruct or discover the associated source code; (iv) remove any copyright, trademark or other proprietary rights notice.

When using the Solution, the Client and Users must not upload, post, send or distribute in any manner any material or content: (i) that intentionally or unintentionally violates any applicable law or regulation; (ii) that infringes the rights of others, including any intellectual property right or personality right of third parties; or (iii) that could damage, disable, overload or impair the Solution, a server or networks connected to the Solution, or constitute a breach of any requirement, procedure, rule or regulation of networks connected to the service.

10.2. Use of the Client's Data by WEEKI

The Client's Data remain the property of the Client, but the Client grants WEEKI all rights to use the Client's Data in order to provide access to the Solution and perform the Services, for the duration of the Client's subscription or the Services.

WEEKI may view, collect and use Client Content, Client Data and data relating to use of the Solution in order to extract, compile, synthesise and analyse any non-personal and non-client-identifiable data or information resulting from the Client's use of the Services.

WEEKI may use the Client's Content and Data for research, development (in particular to improve the Services and develop new products or Content based on the Client's Data or Content, or including them) and marketing purposes, and may publicly disclose such Client Data or Content only in a format that in no way allows identification of the Client, a particular User, and/or the Client's confidential information (for example, WEEKI may disclose statistical and performance information related to the provision and operation of the Services, including aggregated number and volume of processing performed for all hosted customers).

For the avoidance of doubt, public content may be used by WEEKI as indicated above, but private content may only be used for statistical purposes.

The Client agrees that its public Content may also be published on WEEKI's blog.

10.3. Client Content

10.3.1. Client Content

The Client remains the holder of the intellectual property rights in the Content it publishes within the Solution or provides to WEEKI in the performance of the Services, whether such Content is published free of charge or marketed by the Client.

10.3.2. Client Content sold to WEEKI

This article applies provided that the Client Content has been sold to WEEKI by the Client.

The intellectual property rights in the Content, as well as any associated documentation, where applicable, are transferred to WEEKI upon payment by WEEKI of the agreed amount, either as a credit in the Solution or by bank transfer.

The price shall be that agreed by the Parties.

Ownership of the Content and all related intellectual property rights shall be transferred to WEEKI, in all forms and on all media, including those not foreseeable or provided for on the transfer date. The Client remains free to continue using the Content within the Solution.

The Client assigns the following rights to WEEKI:

• Rights to use and exploit the Content commercially and non-commercially in all forms, including those not foreseeable or provided for on the date these GTC are signed.
• Rights to copy the Content, permanently or temporarily, by any means and on any media, known or unknown;
• Rights to communicate the Content to the public, by any process, known or unknown;
• Right to adapt the Content in all ways, in whole or in part, such as: modification, localisation, porting, integration, customisation, connection, translation, evolution, addition, deletion, rewriting in another language, etc.
• Right to incorporate the Content, in whole or in part, into any pre-existing or future work;
• Right to grant a licence and transfer the content to a third party, without limitation, all or part of the transferred right, temporarily or permanently;
• Right to benefit financially, directly or indirectly, from all transferred rights.

The rights listed in this article may be used by WEEKI or any third party of its choosing (including, without limitation, by licensing and transferring them), for internal and commercial purposes. WEEKI may offer (free of charge or for a fee) the Content to other Users of the Solution, which the Client accepts.

This assignment of intellectual property rights covers France and worldwide, for the duration of protection of the Content for the benefit of the authors, their heirs or assigns, or their representative, in accordance with French and foreign laws as well as international treaties relating to intellectual property (including copyright) that are or will be in force, and includes any extension of the duration of such rights.

The Client warrants that it holds all rights in any Content it sells to WEEKI, and shall indemnify WEEKI against any action and/or claim against WEEKI by a third party for infringement of its rights.

10.3.3. Content purchased on the Marketplace

Content available on WEEKI's Marketplace (courses, models, datasets, ontologies, etc.) is offered under a licence of use only.

Unless expressly stated otherwise in the Order, no transfer of intellectual property rights is granted to the Client in respect of Content purchased via the Marketplace.

The Client acquires only a personal, non-exclusive and non-transferable right of use in the Marketplace Content, within the same limits as access to the Solution.

The intellectual property rights in Marketplace content remain the exclusive property of their respective creators or WEEKI, as applicable.

10.4. Rights in Deliverables produced as part of Professional Services

Where WEEKI creates Deliverables for the Client:

If these Deliverables are created for use within the Solution, WEEKI grants the Client a non-exclusive right to use and adapt these Deliverables, limited to use within the Solution. This right is granted for the duration of the Client's subscription, worldwide and in consideration of payment of the Services price.

If these Deliverables are created for use outside the Solution: ownership of the deliverables and all related intellectual property rights will be transferred to the Client, in all forms and on all media, including those not foreseeable or provided for on the transfer date. This transfer is non-exclusive, worldwide and perpetual, for the legal term of protection of the rights.

The following rights are transferred to the Client in respect of the Deliverables:

• Rights to use and exploit the deliverables commercially and non-commercially in all forms, including those not foreseeable or provided for on the signature date of the Agreement;
• Rights to reproduce the Deliverables, permanently or temporarily, by any means and on any media, known or unknown;
• Rights to communicate the Deliverables to the public, by any process, known or unknown;
• Right to adapt the Deliverables in all ways, in whole or in part, in particular: modification, localisation, porting, integration, customisation, connection, translation, evolution, addition, deletion, rewriting, etc.;
• Right to incorporate the Deliverables, in whole or in part, into any pre-existing or future work;
• Right to grant a licence and transfer the Deliverables to a third party, without limitation;
• Right to benefit financially, directly or indirectly, from all transferred rights.

As the transfer is non-exclusive, WEEKI retains all its intellectual property rights in the Deliverables created as part of these Services and may continue to develop them for its own needs or business (including for third parties). Any exclusive transfer is subject to WEEKI's prior written consent and may involve payment of additional amounts at the time of the Order.

WEEKI retains ownership of and all intellectual property rights in its pre-existing, generic or independently developed elements (components, libraries, frameworks, templates, modules, methodologies, etc.), even when they are integrated into or used in the Deliverables. The Client receives only a non-exclusive licence to use such elements in connection with use of the deliverables.

In all cases, rights are not transferred to the Client:

• for a fixed-price service: only after full payment by the Client of the corresponding amounts due (as identified in the Order) and after actual delivery and acceptance of the Deliverable by the Client under the conditions provided in the Agreement.
• for a time-and-materials service: only after payment by the Client of the current month giving rise to the Deliverable.

10.5. WEEKI's Rights

WEEKI is the sole owner of the Solution, including its object code and source code, and holds rights in all components either by ownership or licence. It therefore holds all intellectual property rights in these elements for the entire duration of their protection, without any limitation as to scope or purpose.

As a result, WEEKI may continue to use the Solution as it sees fit, without the Client being able to object, including, without limitation, any exploitation, marketing, licensing, sublicensing, assignment, modification, adaptation, deletion, translation, and any development of its choice.

No exclusivity is granted to the Client under the Agreement. It is expressly agreed that WEEKI may grant other access and licences to the Solution to third parties, directly or through a third party, including in the same territory and on the same terms as those granted to the Client.

10.6. Warranty

WEEKI warrants that the Solution and Deliverables created as part of the Professional Services do not infringe third-party intellectual property rights. No such warranty is provided for Content, which the Client accepts.

WEEKI shall indemnify the Client against any action and/or claim brought against the Client by a third party for such infringement, provided that all of the following conditions are met:

• the Client has informed WEEKI in writing;
• the Client provides WEEKI with all necessary information in its possession;
• the Client leaves the conduct of any proceedings or negotiations to WEEKI.

In addition, upon receipt of such a claim, WEEKI must, at its own expense and at its discretion:

• negotiate and settle the dispute with the third party claiming to be the victim of infringement, so as to allow the Client to continue to use the Solution or the relevant Deliverable peacefully; or
• modify the infringing element, provided that such modification remains consistent with the overall balance of the agreement; or
• terminate the Agreement with fifteen (15) days' written notice and refund a pro rata portion of the sums paid in advance by the Client corresponding to the period during which the Solution or relevant Deliverable was not used.

This article defines WEEKI's entire liability and the Client's sole and exclusive remedy in the event of infringement of any intellectual property right, and WEEKI shall not be liable for any other alleged or proven infringement.

WEEKI's liability is, however, expressly excluded if the infringement results from the Client's use of one or more elements under operating conditions other than those provided for in this Agreement, where the infringement could have been avoided by using such element(s) as stipulated in this Agreement.

Article 11. Financial Terms

In consideration for making the Solution available, the Client pays WEEKI remuneration in accordance with the conditions, time limits and payment terms set out in the Agreement.

The financial terms applicable to the Agreement are specified in the Order.

Subscription fees are payable in advance, on the invoice date, which is issued at the beginning of the Contractual Period, whether the Initial Term or a Renewal Term.

Use of Automations under the "pay-as-you-go" model is subject to additional invoicing at the end of each subscription period (monthly or annual, as applicable), based on the Client's actual consumption during the elapsed period. This invoicing is in addition to the subscription amount and is calculated in accordance with the rates and terms defined in the Order.

It is expressly agreed that the fees indicated in the Order apply only to the initial term of the Agreement and may change for Renewal Terms.

No later than fifteen (15) days before the end of the Initial Term or a Renewal Term, WEEKI may notify the Client of a price change for renewal of the Agreement. If the Client disagrees with the revised price, it will be free not to renew the Agreement, without being bound by the notice period provided in the "Effective Date and Term" article. If the Client does not reject the price change before renewal of its subscription, the change will be deemed accepted.

By exception to the foregoing, prices may however be increased automatically and without prior written notice by a maximum of five (5)% of the price of the previous contractual period at each renewal of the Agreement.

Payments for Content orders are due on the Order date.

Rates are stated for professionals in euros excluding VAT, to which VAT applicable on the invoicing date must be added, and for consumers in euros including VAT. The VAT rate may be changed by WEEKI if the applicable statutory rate changes.

Invoices are paid by the Client in accordance with the terms agreed in the Order.

Invoices will be issued by WEEKI at the beginning of the Initial Term or Renewal Term, or on the Order date, and are payable immediately.

For Professional Services:

• Fixed-price services: payment terms are defined in the Order or specific quotation. Unless otherwise provided, payment will be made according to the following schedule: thirty percent (30%) upon signature of the Order or quotation and at the start of the service, and seventy percent (70%) upon full delivery and acceptance of the Deliverables in accordance with the agreed specifications.
• Time-and-materials services: invoicing is monthly in arrears based on actual time spent, at the daily or hourly rates agreed in the Order or specific quotation. Invoices are accompanied by a breakdown of the services performed (number of days or hours, nature of the work performed).

Payment is made by credit card, or any other payment method provided in the Order.

If payment is made via a payment service provider, the Client is informed that its payment data (such as its credit card number) may be stored by that payment service provider solely for the purposes of processing payment and in compliance with applicable regulations.

Invoices must be issued in accordance with legal provisions and will be issued at the beginning of the commitment period.

Payments are net and without discount.

Any unpaid amount on the invoice due date shall bear interest at a rate of three times the statutory interest rate in force on the due date, as well as a fixed indemnity of forty (40) euros per invoice for recovery costs, from the day following the due date stated on the invoice until actual payment. Interest is payable upon receipt of the debit notice sent by WEEKI, without prejudice to any damages that WEEKI may claim to compensate its loss.

In the event of late payment, WEEKI may suspend access to the Solution without further notice, with payment for the suspension period remaining due. Interest will continue to accrue even during the suspension period, without prejudice to any damages that WEEKI may claim to compensate its loss.

In the case of a monthly subscription, payment is billed at the beginning of each month. In the case of an annual subscription, payment is billed at the beginning of each annual period.

Article 12. Consumer Law

This Article applies only if the Client is subject to consumer protection laws.

12.1. Mediation

In accordance with Articles L612-1 et seq. of the French Consumer Code, the Client, acting as a consumer, may, in the event of a dispute with WEEKI, request the free intervention of the following mediation service, if it has not received a response from WEEKI after a reasonable period of one (1) month: Mediator of the Fédération professionnelle du e-commerce et de la vente à distance (FEVAD).

By email: mediateurduecommerce@fevad.com

By post: FEDERATION E-COMMERCE ET VENTE A DISTANCE (FEVAD) 60 rue la Boétie, 75008 Paris

The Client, acting as a consumer, remains free to accept or refuse to use mediation and, if it chooses to do so, each Party remains free to accept or refuse the solution proposed by the mediator.

12.2. Right of withdrawal

Consumer Clients confirm that they agree not to have a right of withdrawal from their Order, in accordance with Article L221-28 13° of the French Consumer Code, as the Solution constitutes digital content not supplied on a tangible medium.

Article 13. Liability

Unless expressly stated in the Agreement, the Solution is provided "as is" and "without any other warranty". WEEKI specifically excludes and disclaims all implied warranties of merchantability or fitness for a particular purpose and all other warranties, whether express or implied by law, statute or trade usage.

Each Client provides information through the Solution or a User, as well as interconnections with third-party solutions, under its own responsibility and is solely responsible for ensuring that information is published and interconnected in accordance with applicable laws and regulations. WEEKI has no obligation to review or verify the accuracy or completeness of any data, whatever the means of receipt, and its content, received through a Client or a User.

WEEKI cannot be held liable (i) for interpretation of instructions or Data received from the Client, (ii) for any action taken, omitted or tolerated by it on the basis of instructions, requests or directives received from a Client or a User or any other document delivered, sent or signed by a Client or a User, and (iii) for the results obtained in connection with time-and-materials or fixed-price Professional Services, provided that WEEKI has complied with the specifications and instructions approved by the Client.

WEEKI shall not in any circumstances be liable for indirect damages suffered by the Client, Users or third parties that may arise from or in connection with performance of the Agreement, use of the Solution, performance of Professional Services (fixed-price or time-and-materials), use of Content purchased on the Marketplace, or participation in the Academy. Indirect damages include, without limitation, loss of profit or earnings, commercial loss, loss of data not hosted by WEEKI, losses resulting from deprivation of use of the software, consequences of complaints, actions or claims by third parties against the Client, even if WEEKI was warned of their occurrence, except for other warranties granted by WEEKI.

In any event, if WEEKI is found liable, for any reason and whatever the legal basis invoked or retained, for all or part of the combined and cumulative damages, WEEKI's liability shall be expressly limited and shall not, per contractual year, exceed one hundred percent (100%) of the total amount paid by the Client to WEEKI during the contractual period in force at the date the damage occurred under this Agreement.

Notwithstanding the foregoing, for fixed-price Professional Services, the liability cap will be limited to the amount of the relevant fixed price. For time-and-materials Professional Services, the cap will be limited to the amounts invoiced for the relevant service during the three (3) months preceding the occurrence of the damage.

Where several types of services are provided simultaneously (SaaS, fixed-price services, time-and-materials services), the applicable liability cap will be determined based on the specific service that caused the damage.

WEEKI shall not incur liability in any manner in the event of (i) use of the Solution by the Client or Users in a manner not authorised by the Agreement; (ii) use of all or part of the Solution where WEEKI, following a difficulty or for any other reason, had recommended suspending its use; (iii) occurrence of any damage resulting from the fault or negligence of the Client or a User, or that the Client or a User could have avoided by seeking WEEKI's advice; (iv) use, in connection with the Solution, of programs not provided or approved by WEEKI and likely to affect the Solution or the Client's Data; (v) use of content, models, datasets, ontologies or courses purchased on the Marketplace, WEEKI acting only as a technical intermediary.

Article 14. Termination

14.1. Suspension

In the event of the Client's failure to comply with the Agreement, WEEKI may suspend access to the Solution, Marketplace and Academy services, as well as performance of any ongoing Professional Services, without further notice, without waiving its right to payment for the current period or for services already performed, and without prejudice to any damages that WEEKI may claim to compensate its loss.

This clause may be used at WEEKI's discretion prior to termination for breach.

14.2. Termination for switching provider under the Data Act

This clause applies only if the Client is an entity located in the European Economic Area and for use of the Solution.

In accordance with Regulation (EU) 2023/2854 (the "Data Act"), the Client is entitled to terminate the Agreement if it wishes to switch service providers or transfer the Services in-house.

The Client must notify WEEKI in writing of its intention to proceed as indicated above, as well as its intention to terminate the Agreement under the provisions of the Data Act, at least two (2) months before the desired termination date. This notice must include all details necessary to enable WEEKI to facilitate the switch, including identification of the new provider, the proposed timeline, and the Client representative responsible for the process. If the new provider is involved in the switch, the Client shall ensure that it cooperates in good faith with WEEKI.

Given that WEEKI's commitments and the commercial balance of the Agreement are based on the contractual commitment period accepted by the Client, the Client acknowledges that if it decides to exercise its termination right under the Data Act as provided herein, such termination will be subject to payment of an early termination penalty corresponding to the amount remaining to be paid by the Client for the current commitment period.

If this amount has been paid in advance before the termination date, payments made by the Client are non-refundable in the event of termination under this clause.

If this amount has not yet been paid before the termination date, WEEKI will send an invoice to the Client for the remaining amounts upon receipt of the termination notice. The invoice shall be payable under the same payment conditions as those set out in the Agreement.

Upon receipt of a valid switch notice, WEEKI undertakes to cooperate in good faith to ensure an efficient transition. WEEKI will provide reasonable assistance to the Client to enable timely transfer of the Data and maintain continuity of the Services until the switch is effective.

If WEEKI determines that the requested switch cannot be technically completed within the two (2)-month notice period, WEEKI will inform the Client in writing within fourteen (14) business days following receipt of the switch notice. This notice must include a detailed justification of the technical constraints preventing completion within the standard timeframe and propose an alternative transition period not exceeding seven (7) months. The Client retains the right to extend either the original transition period or the alternative period proposed by WEEKI by providing written notice to WEEKI specifying a timeframe that better matches the Client's operational requirements.

The Agreement will automatically end upon completion of the switching process.

The Client may retrieve its Data for a period of thirty (30) days after the end of the notice period, the extended transition period or upon completion of the switching process, if earlier. WEEKI undertakes to delete the Client's Data, in accordance with the terms of the Agreement, once this period has expired.

14.3. Termination for breach

In the event of a material breach by one of the Parties of any of its obligations under the Agreement, except in cases of force majeure, the other Party may terminate the Agreement after thirty (30) days from sending a formal notice by registered letter with acknowledgement of receipt to the defaulting Party, provided that such notice remains without effect.

In any event, upon termination of the Agreement for any reason, the Client must pay all invoices due up to the effective termination date.

From the termination date, access to the Solution and the Client's Data will be deleted by WEEKI, without WEEKI incurring liability towards the Client.

14.4. Reversibility

For reversibility purposes, and whatever the cause of termination of the Agreement, the Client will have the possibility to retrieve the Client's Data from the Solution before any deletion, for a period of four (4) months from the end of the Agreement, in a standard format. Failing that, the Data will be deleted by WEEKI, unless WEEKI must retain the Data to comply with its legal obligations or if another article of the Agreement grants WEEKI the right to continue using the Data. Any assistance in retrieving the Data will be subject to specific billing.

14.5. Force majeure

In connection with performance of the Agreement, the Parties shall not be held liable in the event of non-performance of their obligations due to any force majeure event.

For the purposes of the Agreement, force majeure means any unforeseeable, irresistible event external to the Parties as defined by law and case law.

If a force majeure event occurs, it will have the effect of suspending performance of the obligations of the prevented Party, provided however that it immediately notifies the other Party of its occurrence by registered letter with acknowledgement of receipt within three (3) calendar days from occurrence of the event, uses its best efforts to limit its consequences and resumes performance of the Agreement as soon as the force majeure event or circumstances disappear or cease. The Party affected by force majeure shall cooperate with the other Party in order to limit as much as possible the detrimental consequences of the non-performance of the Agreement.

However, if the force majeure event lasts more than one (1) month, each Party will have the right to terminate the Agreement automatically by sending a registered letter with acknowledgement of receipt with immediate effect.

No damages or refund may be claimed in such a situation.

Article 15. Confidentiality

Information exchanged by the Parties under the Agreement is confidential.

The obligations of this article apply both in the event of voluntary disclosure and in the event of negligence or involuntary disclosure of any kind.

The Parties agree that all information is considered confidential information (the "Confidential Information"), whatever the form and/or medium used:

• All information, analyses, studies and other documents, in any form, relating to the existence and content of discussions between the Parties;
• The Parties' methodologies, products, tools and software, hardware, industrial models and data, as well as any updates, modifications or additions thereto;
• Other information identified as confidential by the Parties.

The Parties undertake to use the Confidential Information, directly or indirectly, in whole or in part, for any purpose, only for the purposes for which such Confidential Information is communicated and in particular for performance of the Agreement. The Parties also undertake not to sell, assign, license, market, transfer or dispose of any Confidential Information for the benefit of any third party.

The foregoing does not prevent WEEKI from continuing to exploit the Deliverables under the terms of the "Intellectual Property Rights" article.

The Parties may, however, be required to disclose Confidential Information where required to do so by law or an institution (court, administration). In such case, the Party must inform the other Party in advance to allow it to take any legal action to obtain protective measures.

This confidentiality obligation does not apply where:

• One Party can prove that such Confidential Information results from an activity carried out for its own needs or for the benefit of an independent third party acting in good faith;
• The Confidential Information was in the public domain on the date it was communicated;
• The Confidential Information becomes publicly available through publication or other means of communication, unless this is due to a fault or negligence of the receiving Party;
• The receiving Party can prove that it was communicated to it or can be communicated to it by a third party without breaching a confidentiality obligation;
• Where the information was communicated in order to be communicated (for example, Content).

At the end of the Agreement, the Parties undertake to delete all Confidential Information they became aware of during performance of the Agreement, unless they are required to retain it to comply with their legal obligations.

Notwithstanding the foregoing, WEEKI remains free to retain and use the Client's Data as provided in the "Use of the Client's Data by WEEKI" article.

The confidentiality obligation shall survive for a period of three (3) years from the effective date of total termination of the Agreement.

Article 16. General Provisions

16.1. Directory

The Client may register in the WEEKI directory, accessible on WEEKI's website, to gain visibility within the WEEKI community.

WEEKI may then, without guarantee, contact the Client to discuss potential collaborations. In this context, the Client may provide services related to the Solution to third parties only by acting as a subcontractor of WEEKI, under terms to be agreed between the Parties.

16.2. Use of trademarks and logos

All trademarks and logos used by WEEKI to identify its products, produce its marketing brochures and draft its official documents are protected by intellectual property rights. They are the exclusive property of WEEKI.

The Client has no right to reproduce or use these trademarks and logos. In addition, the Client is not authorised to remove the trademarks, logos, copyrights and any notices relating to intellectual property rights used by WEEKI to identify its products.

16.3. Insurance

WEEKI undertakes to take out an insurance policy with a notoriously solvent insurer and to keep it in force throughout the term of the Agreement, covering the consequences of the liability it may incur in performing the Agreement.

WEEKI will provide evidence of insurance upon written request, up to once per year.

16.4. Reference

The Client agrees that WEEKI may use its name or logo as a reference in its commercial documents (including its website).

16.5. Assignment

Neither Party is authorised to transfer its rights and obligations under this Agreement without the other Party's prior written consent. However, WEEKI is authorised to transfer its rights and obligations under this Agreement within its group of companies, as defined by the French Commercial Code, or to the surviving entity of any merger, sale or combination in which it participates, or to the acquirer of all or a substantial part of its shares or business.

16.6. Communications

Any registered letter with acknowledgement of receipt is deemed received and takes effect on the date of first presentation.

Notwithstanding the cases of notice by registered letter, the Parties may exchange information by electronic means, secure or not, in the performance of the Agreement. The Parties agree to give full evidentiary value to email and, more generally, to electronic communications between them.

Unless otherwise provided in the Agreement, electronic files, data, messages and records kept in each Party's IT systems will be accepted as evidence of communications, agreements and payments between them.

16.7. Non-exclusivity

Without prejudice to the clauses relating to intellectual property and to Content created specifically for the Solution, the Parties retain the right to enter into an agreement with another party for an object identical or similar to that of the Agreement.

16.8. Relationship between the Parties

The Parties declare that the Agreement may in no case be considered as creating any legal entity or legal relationship, and that any form of affectio societatis is formally excluded from their relationship.

16.9. Severability

If any clause of the Agreement is held null and void under applicable law or a final court decision, it will be deemed unwritten, without rendering the Agreement as a whole void; the Parties remain bound to each other and the validity of the other provisions is not affected.

The other provisions of the Agreement remain unchanged and continue to apply as if the null and void provisions were no longer included in the Agreement, except where they are inseparable from the provision deemed unwritten.

In such case, the Parties will consult to agree on a new clause replacing the one held null and void, it being understood that the new clause will as far as possible respect the spirit and economic impact for the Parties of the initial clause.

16.10. No waiver

The Parties mutually agree that the fact that one Party tolerates a situation does not have the effect of granting the other Party any vested rights.

Furthermore, such tolerance cannot be interpreted as a waiver of the rights in question.

16.11. Survival

Any provision of the Agreement which by its nature extends beyond the termination date shall continue until fully performed and shall apply to the respective assignees of both Parties.

16.12. Headings

In the event of any difficulty in interpreting between a heading appearing at the start of contractual clauses and any clause, the headings shall be deemed non-existent.

16.13. Disputes

The Parties elect domicile at the addresses indicated in the Agreement.

The Agreement is drafted in French and governed by French law.

Failing amicable agreement between the Parties pursuant to the "Termination" article, the dispute shall be submitted:

• If the Client is a professional, to the Tribunal des Affaires Economiques of Lille, whose jurisdiction is expressly acknowledged, including in summary proceedings, third-party proceedings or multiple defendants.
• If the Client is a consumer, to the Tribunal Judiciaire of Lille, whose jurisdiction is expressly acknowledged, including in summary proceedings, third-party proceedings or multiple defendants.

Appendix 1 - SLA

Solution availability

This part of the SLA does not apply to offers with on-premise hosting.

WEEKI shall ensure availability of the Solution on a twenty-four (24) hours a day, seven (7) days a week basis, and WEEKI will use reasonable efforts to ensure availability of 98% per calendar month, subject to any testing or installation phase and any interruptions necessary for repair or maintenance of the Solution.

Any planned testing or installation phase, as well as any planned interruption necessary for repair and technical maintenance of hardware or software are excluded from this availability requirement.

Support

Technical support requests may be submitted directly within the User Account.

Maintenance requests will be handled during the following time slots: 10 p.m. to 4 a.m. Paris time, France. Any Maintenance request outside these time slots will be deemed to have been submitted on the next support business day.

WEEKI will acknowledge receipt to the Client and undertakes to use its best efforts to provide appropriate technical assistance within a reasonable period from sending such acknowledgement, taking into account the difficulty and content of the request.

Technical assistance will be provided in French or English.

Appendix 2 - Personal Data

This Appendix does not apply to offers with on-premise hosting, as the Client's Data and Personal Data are then not hosted by WEEKI but directly by the Client.

This document is considered an appendix to the Agreement.

The Client Data imported into the Solution are the exclusive property of the Client.

The Client may therefore import Personal Data into the Solution, which may be data of its customers and their orders. Such import may also be carried out through interconnections requested by the Client and implemented by it. The Client represents that it has the right to import Personal Data into the Solution and is solely responsible for the Data imported into the Solution.

WEEKI records and retains the Data created or generated on the User Account, unless different instructions have been agreed in advance or expressly requested by the Client, it being understood that any deletion or modification of such content by the Client or a User on its User Account remains the sole responsibility of the Client.

Data are imported into the Solution only for the time necessary for their processing by the Solution.

Information relating to the User is deleted once the User Account is deleted, under the conditions set out in this appendix.

WEEKI and the Client both undertake to comply with their obligations relating to the processing of personal data, in particular the GDPR.

Under the Agreement, WEEKI acts as a data processor, the Data integrated by the Client into the Solution being integrated by the Client as data controller.

The Data are stored within the European Union, with a provider that complies with applicable regulations.

WEEKI is authorised to process, on behalf of the Client, the Personal Data necessary for provision of the Solution, as follows:

The nature of the operations carried out on the data is as follows:

Hosting, collection, recording, organisation, storage, adaptation, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

The purpose(s) of the processing are as follows:

• Provide access to the Solution, as well as any related information, in accordance with the Agreement.
• Enable operation of the Solution.
• Manage the commercial relationship with the Client.
• Manage the Solution and perform internal operations (e.g., remedy defects, analyse data, conduct tests, research, statistical surveys, etc.).
• Ensure the security of the Solution.
• Manage requests to exercise rights by data subjects.

The data processed are as follows (it being understood that some of them are optional for use of the Solution; the Client may add or amend them under its sole responsibility):

• First name
• Last name
• Email
• Password
• Account creation date
• Date of newsletter opt-in
• Date of acceptance of the Agreement
• Postal address
• Postal code
• City
• Region
• Country
• Phone number
• Personal website
• Profession
• Business sector
• Company name
• Laboratory name (for researchers)
• LinkedIn account
• Facebook account
• X account

To perform the Agreement, the Client must include the following necessary information in the Solution:

• First name
• Last name
• Email
• Password

WEEKI undertakes to:

• Process the Data only for the purposes of performing the Agreement.
• Process the Data in accordance with the Client's documented instructions, as set out in the Agreement or provided by the Client. If WEEKI considers that an instruction constitutes a breach of the GDPR or any other provision of Union law or Member State law relating to data protection, it shall immediately inform the Client. In addition, if WEEKI is required to transfer Data to a third country or an international organisation under Union law or the law of the Member State to which it is subject, it must inform the Client of that legal requirement prior to processing, unless the relevant law prohibits such information for important reasons of public interest.
• Ensure the confidentiality of the personal data processed, in accordance with the framework provided by the Agreement.
• Ensure that persons authorised to process personal data under the Agreement:
  • are bound by confidentiality or are subject to an appropriate statutory obligation of confidentiality.
  • receive the necessary training on personal data protection.
• Take into account, with respect to its tools, products, applications or services, the principles of data protection by design and data protection by default.

Regarding sub-processing:

WEEKI may engage another processor (the "Sub-processor") to carry out specific processing activities. In that case, it will inform the Client in advance and in writing of any intended changes concerning the addition or replacement of other Sub-processors. The Client will then have seven (7) days to raise any duly justified objections. In the absence of objection, the change will be deemed accepted. In case of objection, the Parties shall meet to find a solution. Failing a solution, the Client may terminate the Agreement with thirty (30) days' notice after sending a formal request to that effect by registered letter with acknowledgement of receipt.

This information must clearly indicate the outsourced processing activities, the identity and contact details of the Sub-processor and the dates of subcontracting. It is understood that WEEKI already uses the following Sub-processor for provision of the Solution, which the Client accepts:

The Sub-processor is required to perform the obligations of the Agreement on behalf of the Client and in accordance with the Client's instructions. It is for WEEKI to ensure that the Sub-processor provides sufficient guarantees that appropriate technical and organisational measures are implemented so that processing meets the requirements of the GDPR. If the Sub-processor fails to comply with its data protection obligations, WEEKI remains fully liable towards the Client for performance of the Sub-processor's obligations.

Right to inform data subjects: the Client must ensure that it has obtained the consent of data subjects when integrating their Personal Data into the Solution.

Exercise of data subject rights: to the extent possible, WEEKI assists the Client in meeting its obligation to comply with requests to exercise data subject rights: right of access, rectification, erasure and objection, right to restriction of processing, right to data portability, right not to be subject to automated individual decision-making (including profiling). The Client provides data subjects with a contact address for such requests and responds to them in accordance with its legal obligations. The Client is responsible for forwarding to WEEKI any request relating to the Data from a data subject.

Data breach notification:

WEEKI will notify the Client of any Personal Data breach within a maximum of forty-eight (48) hours after becoming aware of it, at the email address provided by the Client.

The notification contains at least:

• A description of the nature of the personal data breach, including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
• the name and contact details of the data protection officer or other contact point where more information can be obtained;
• a description of the likely consequences of the personal data breach;
• a description of the measures taken or that WEEKI and the Client propose to take to remedy the Personal Data breach, including, where appropriate, measures to mitigate possible adverse effects.

If and insofar as it is not possible to provide all of this information at the same time, the information may be provided in phases without undue delay.

The Parties then agree which Party is responsible for notifying the competent supervisory authority, and the other Party provides assistance for this purpose.

The Client shall notify any data subject affected by the Personal Data breach as soon as possible when the breach is likely to result in a high risk to the rights and freedoms of a natural person. WEEKI will use its best efforts to assist the Client in this respect.

The communication to the data subject describes, in clear and plain language, the nature of the personal data breach and contains at least:

• a description of the nature of the personal data breach, including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
• the name and contact details of the data protection officer or other contact point where more information can be obtained;
• a description of the likely consequences of the personal data breach;
• a description of the measures taken or that WEEKI and the Client propose to take to remedy the Personal Data breach, including, where appropriate, measures to mitigate possible adverse effects.

Additional WEEKI obligations:

• Use its best efforts to assist the Client in connection with its personal data protection obligations (including assistance with conducting a data protection impact assessment, where necessary).
• Implement, on a best-efforts basis, cybersecurity practices compliant with industry standards.
• Within four (4) months from the end of the Agreement, delete all Personal Data or transmit them to the processor designated by the Client, upon the Client's express written request made before the end of the Agreement. This provision does not apply to Personal Data that must be retained for a longer period under laws or regulations.
• During the term of the Agreement and in the event of termination of the contractual relationship, whatever the cause, WEEKI undertakes to return to the Client, free of charge, all of the Client's Data in an open format that can be readily read in an equivalent environment, in compliance with the right to data portability. Such Data may be retrieved by the Client without delay via the relevant Solution feature, and at the latest within four (4) months after the end of the Agreement, by submitting a support request.
• Provide the Client with the name and contact details of its data protection officer, if it has appointed one pursuant to Article 37 of the GDPR. Any request relating to personal data can be submitted directly within the user account.
• Keep a written record of all categories of processing activities carried out on behalf of the Client, including:
  • The name and contact details of the Client, any sub-processors and, where applicable, the data protection officer.
  • The categories of processing carried out on behalf of the client.
  • Where applicable, transfers of personal data to a third country or an international organisation, including identification of that third country or international organisation and, in the case of transfers referred to in Article 49(1), second subparagraph, of the GDPR, documents evidencing the existence of appropriate safeguards.
  • Where possible, a general description of the technical and organisational security measures listed above.
• Provide the Client with the documentation necessary to demonstrate compliance with all of its obligations and allow audits relating to compliance with this appendix, including inspections, by the Client or another auditor appointed by it who is not a competitor of WEEKI, and contribute to such audits on a best-efforts basis. It is agreed that these audits will be carried out remotely.

The Client undertakes to:

• Provide WEEKI with the information necessary for performance of WEEKI's obligations under the Agreement.
• Record in writing any instruction regarding the processing of data by WEEKI.
• Ensure, before and throughout the duration of the processing, that WEEKI complies with the obligations provided for by the European regulation on data protection.

The Client remains fully responsible for ensuring that its choices, settings and use of the Services (including Professional Services, Automations, Marketplace content and custom creations) comply with applicable law and undertakes, before making any decision, to involve any competent person likely to advise it in this respect, such as an internal or external data protection officer or legal counsel. The Client is in particular responsible for ensuring that the automations it implements and the content it acquires or creates via the platform comply with all applicable regulations, including with respect to personal data protection and intellectual property.