Terms and Conditions of Sale and Use

Legal Notices

Company Name: MYTRAFFIC SAS

SIRET Number: 814 849 113 000 26

Headquarters: Lot 3 - 12 rue Vivienne 75002 Paris, France

Represented by: Mr. Hakim SAADAOUI in his capacity as President.

Email Address: support@mytraffic.fr

Date: February 14, 2024

Server Hosting: Amazon Web Services - Ireland

1. Preamble

1.1. Mytraffic specializes in developing application software and providing consulting and data services for commerce, real estate, and public sector stakeholders.

1.2. Mytraffic has developed analytical tools for professionals, including solutions for selecting and managing real estate portfolios or implementing public policies. These tools, accessible online, are subject to these general conditions.

1.3. These tools (hereinafter referred to as the "Mytraffic Solution" in the "Definitions" section) offer clients access to comprehensive key data—both quantitative and qualitative—on foot traffic, commercial environment, visitor profiles, and real estate dynamics of a specific address, store, commercial area, and/or brand.

1.4. After receiving a presentation of the Mytraffic Solution, its technology, and services, enabling them to understand its features and usage, the Client has decided to utilize it.

1.5. The Client declares that they have the technical expertise to evaluate the technical specifications and their associated limitations corresponding to the Mytraffic Solution.

1.6. The Client acknowledges that using the Mytraffic Solution implies acceptance of and adherence to these general conditions without reservation.

1.7. The Client confirms they have received all necessary information about the Mytraffic Solution from Mytraffic and accepts these general conditions without reservation.

2. Definitions

2.1. The terms defined below will have the following meanings between the parties:

- "Order Form" or "Quote": Document signed by the Client for Mytraffic to execute the agreed-upon services, setting the final terms for the performance of services in terms of deadlines and costs.

- "Client": Refers to the legal or natural person acting exclusively in a professional capacity who has subscribed to a subscription or license to access the Mytraffic Solution or has requested Mytraffic for one or more unit analysis services.

- "User": Refers to the natural person, acting exclusively in a professional capacity, registered to access the Mytraffic Solution; a Client may designate multiple users.

- "Mytraffic Solution": Refers to the tools and organizational structure implemented by Mytraffic, including all data, documents, materials, software solutions, source code, platforms, calculation algorithms, databases, analysis reports, or data and analysis presentation documents in any form.

- "Customer Support Services": Refers to the support and assistance provided by Mytraffic to the Client in relation to using the Mytraffic Solution, including but not limited to customer inquiries, product information, problem resolution, and responding to any questions related to using the Mytraffic Solution. The objective of Customer Support Services is to ensure customer satisfaction and support throughout their experience with the Mytraffic Solution.

3. Purpose and Duration

3.1. This document constitutes the general terms of sale and use of the Mytraffic Solution and aims to:

- Outline the terms and conditions under which Mytraffic makes the Mytraffic Solution available to its Clients.

- Define the terms and conditions of access to and use of the Mytraffic Solution by its Clients, and their rights and obligations.

- Detail the resulting rights and obligations for Mytraffic and the Clients who use the Mytraffic Solution.

3.2. Unless otherwise stated in the Order Form, the Client agrees to a three-year subscription (or a 36-month license) or for the duration specified in the quote, which is automatically renewable upon the conclusion of the initial subscription period for an identical term. This automatic renewal will apply unless explicitly excluded in the Order Form. If the Order Form only reflects the duration without any explicit exclusion of automatic renewal, the automatic renewal provision will apply. The Client can opt-out of this automatic renewal by providing notice via registered mail with acknowledgment of receipt at least two (2) months before the end of the commitment period. Notices of non-renewal should be addressed to: Lot 3 - 12, Rue Vivienne, 75002 Paris, France.

4. Contractual Documents

4.1. The contractual documents are, in descending order of priority, to the exclusion of all other documents:

- Mytraffic's order forms and/or commercial proposals and/or quotes;

- If applicable, one or more specific conditions;

- These general conditions.

4.2. In case of contradiction between documents of different nature or rank, the provisions contained in the higher-ranking document will prevail for the obligations in conflict. In case of contradiction between the terms of documents of the same order, the latest dated documents will prevail over others.

5. Enforceability

5.1. These general conditions were brought to the Client's attention during contractual negotiations.

5.2. They have been validly accepted by the Client. Acceptance means any manifestation of the Client's agreement. Acceptance can be formalized by any writing or can be demonstrated by any other means, including: traditional signature, electronic signature, digital signature, click, email or fax exchanges, phone consent with recording, or any other form or element that confirms the Client's consent.

5.3. In any case, the general terms of sale are considered enforceable from:

- The first payment made to Mytraffic;

- The total or partial use of the services performed or the receipt or use of all or part of the Mytraffic Solution.

5.4. These general conditions are enforceable for the entire duration of the use of the Mytraffic Solution and until they are replaced by new general conditions.

5.5. The Client acknowledges that in case of update or modification of the general conditions, any new service request or order will lead to the application of the updated conditions, provided that they have been communicated to the Client by any means.

6. Effective Date

6.1. By default, these general conditions take effect from the occurrence of any of the following events:

- The Client's acceptance of the order form, quote, or commercial proposal by any means;

- The Client's first login to the Mytraffic Solution.

6.2. They remain valid for the entire duration of the use of the Mytraffic Solution.

7. Acceptance of Orders

7.1. It is expressly agreed between the parties that any order form sent by the Client to Mytraffic will only be accepted by Mytraffic after explicit confirmation.

8. Order Modification

8.1. Any modification of the order requested by the Client can only be considered if it reaches Mytraffic by email before the first access to the Mytraffic Solution or before its initial receipt.

9. Access and Identification Conditions to the Mytraffic Solution

9.1 Creation and Use of Personal Account

9.1.1. Registration and access to the Mytraffic Solution imply acceptance of these general conditions.

9.1.2. Only one account on the Mytraffic Solution can be assigned per individual (same name, same first name, same email address).

9.1.3. Except for analyses sent by email and analyses downloadable on interfaces other than the Solution mentioned in the "Definitions" section of these conditions, the user must fill out a registration form to use the Mytraffic Solution (mentioning their name and professional email). They agree to provide accurate and complete information and to update all information published on the Mytraffic Solution as soon as possible.

9.1.4. If any of the mandatory information provided proves to be false, incomplete, obsolete, inconsistent, fanciful, or offensive, Mytraffic reserves the right, without notice, to suspend or close the user's account and deny them access to all or part of the Mytraffic Solution.

9.1.5. When all necessary registration formalities are completed, the Client will hold a personal account, accessible by identification and password.

9.1.6. Regarding analyses sent by email and analyses downloadable on interfaces other than the Solution mentioned in the "Definitions" section of these conditions, the Client agrees to provide complete and accurate information requested by Mytraffic for the proper execution of the unitary services.

9.2 Access to the Mytraffic Solution

9.2.1. The Mytraffic Solution is reserved. Except for analyses sent by email and analyses downloadable on interfaces other than the Solution mentioned in the "Definitions" section of these conditions, the Mytraffic Solution is only accessible to Clients with a personal identifier and password after identification.

9.2.2. The password is strictly personal and confidential.

9.2.3. No operation can be carried out by the Client without their access codes.

9.2.4. The Client agrees not to disclose their password to others and is solely responsible for the preservation and confidentiality of their password and, consequently, the consequences of any involuntary disclosure to anyone.

9.2.5. Any use of the Mytraffic Solution from the password assigned to the Client or any use of the Mytraffic Solution and analysis download interfaces from a link present in an email sent to the Client is presumed to be exclusively from the Client.

9.2.6. Any use, any connection to the Mytraffic Solution, as well as any use of the download interfaces offered by Mytraffic, are subject to compliance with these general conditions.

9.2.7. For the Client, mere access to the Mytraffic Solution or to a download interface provided by Mytraffic implies acceptance of all these general conditions.

9.2.8. The Client is responsible, under these general conditions and common law, for the acts and actions of anyone using their account, even without their knowledge,

and therefore for maintaining the confidentiality of their identifier, password, and/or any personal information they have transmitted to Mytraffic.

9.2.9. The Client agrees to notify Mytraffic as soon as possible of any fraudulent use of their account, pseudonym, or password, download link, emails received from Mytraffic that they may become aware of.

9.3 Security

9.3.1. Mytraffic makes every effort, in accordance with best practices, to secure the Mytraffic Solution given the risks and the nature of the data processed. However, Mytraffic can only be held responsible in case of proven fault attributable to them.

9.3.2. The Mytraffic Solution mentioned in the "Definitions" section of these conditions, as well as the download interfaces provided by Mytraffic, are automated data processing systems.

9.3.3. The Client is prohibited from accessing or maintaining access to all or part of the Mytraffic Solution or download interfaces provided by Mytraffic fraudulently. They are prohibited from using any access method other than the links and interfaces provided by Mytraffic. If they discover such a method or enter a reserved space without the right, by accident, they agree to inform Mytraffic without delay by email at support@mytraffic.fr so that Mytraffic can take the necessary measures.

9.3.4. The Client is prohibited from deleting or modifying data contained on the Mytraffic Solution or on the links and download interfaces provided by Mytraffic that they have not published themselves or from fraudulently introducing data or even altering the functioning of the Mytraffic Solution or the links and download interfaces provided by Mytraffic. They ensure not to introduce viruses, malicious code, or any other harmful technology to the Mytraffic Solution.

9.3.5. Any access to a prohibited area will be considered fraudulent access under the provisions of the Penal Code.

9.3.6. The Client agrees that all data they become aware of during such access to an unauthorized area is confidential and agrees not to disclose it.

9.3.7. The Client specifically agrees not to perform any operation to saturate a page, bounce operations, or any operation that would hinder or distort the functioning of the Mytraffic Solution or the links and download interfaces provided by Mytraffic.

9.3.8. The Client agrees not to use any device or software of any kind that would disrupt the proper functioning of the Mytraffic Solution or the links and download interfaces provided by Mytraffic.

9.3.9. The Client agrees not to take any action that would place a disproportionate load on the infrastructure of the Mytraffic Solution or the links and download interfaces provided by Mytraffic.

9.3.10. The Client accepts the characteristics and limitations of the internet. They are aware that data circulating on the internet is not necessarily protected, especially against potential diversions.

9.3.11. The Client takes appropriate measures to ensure the security of their data and/or software from contamination by any potential viruses on the internet network.

9.3.12. For the proper management of the Mytraffic Solution, Mytraffic reserves the right, after giving 15 days' notice, to suspend, interrupt, or limit access to all or part of the Mytraffic Solution, including the links and download interfaces provided, and/or to reserve access to specific categories of users. These actions may be undertaken for technical reasons, updates, or maintenance to ensure continuity and quality of service.

9.4 Deletion of the Client Account

9.4.1. The Client's account is automatically deleted one year and eight days after either the Client's last login to the Mytraffic Solution mentioned in the "Definitions" section of these conditions or the expiration date of their subscription or license if it is later.

9.4.2. This deletion after the specified period results in the removal of all information related to the Client's account, including:

- All data related to the Client's account, including identification data or any other data entered by the Client.

- The memory of the rates applied in the context of the Client's previous subscriptions and/or licenses.

9.4.3. This deletion is without any claim from the Client for any damage suffered.

9.4.4. Similarly, this account deletion will not result in any compensation of any kind or refund of any amounts possibly paid by the Client for subscribing.

9.4.5. Only the data necessary for accounting documents and supporting documents will be retained in accordance with applicable regulations to allow Mytraffic to meet its legal and regulatory obligations in this matter.

10. Characteristics of Certain Elements of the Mytraffic Solution

10.1 Characteristics of the Software Solution

10.1.1. According to the order form, Mytraffic provides the Client with:

- Access to the Mytraffic Solution;

- A cartographic exploration;

- A statistical exploration;

- The ability to generate analyses, either individually or within a subscription and/or license.

10.1.2. The Mytraffic software solution is developed and published by Mytraffic.

10.1.3. Mytraffic reserves the right, depending on technical interests, to modify the characteristics of the operating system or its associated documentation at any time, as described and specified in the documentation.

10.2 Usage Characteristics

10.2.1. Clients acknowledge that they have the competence and means necessary to access and use the Mytraffic Solution.

10.2.2. Access to and use of the Mytraffic Solution are reserved for Clients and their employees for professional use.

10.2.3. Clients of the Mytraffic Solution agree not to use the Mytraffic Solution and the information therein for purposes other than internal use.

10.2.4. Mytraffic Clients agree to use the analyses and data provided by Mytraffic primarily for internal use. With Mytraffic's prior agreement, this information may be shared in a limited way with strategic partners, such as franchisees or real estate experts, strictly for the Client's professional needs. Any external use of the data, beyond this internal or controlled shared use, requires explicit authorization from Mytraffic, which may incur additional fees. Clients are encouraged to use the tools provided by Mytraffic to ensure compliance and data security.

10.2.5. This version aims to clarify the intent to restrict the use of data to a professional and controlled framework while opening the door to exceptions under strict conditions.

10.2.6. The Client agrees not to use Mytraffic data, without express confirmation from Mytraffic, in any tools or software other than those from Mytraffic. They also agree not to use data from the Mytraffic Solution, analyses, or presentations from Mytraffic for developing algorithms, software, or analytical or predictive models or any other indicator derived from combining Mytraffic data with external data.

11. Customer Support Services

11.1. Provision of Customer Support Services: MyTraffic commits to providing Customer Support Services as an integral component of the overall service offering. These Services are designed to provide assistance and support related to the use and optimization of the MyTraffic Solution.

11.2. Scope and Nature of Customer Support Services: Customer Support Services encompass a range of client care activities, including but not limited to handling client inquiries, technical support, problem resolution, and advice for optimal use of the MyTraffic Solution. The aim of Customer Support Services is to ensure a satisfying and smooth experience for the Client.

11.3. Variation of Services: Recognizing the diverse needs of our clients, MyTraffic offers different Customer Support Service packages. Each package varies in terms of scope, support level, availability, and other parameters, as detailed in the Customer Success Management General Conditions (CSM CG).

11.4. Selection of Package: The Client must select a Customer Support Service package according to their needs. The specifics of the selected package, including but not limited to the services provided, the duration of the service, and the service level agreements, will be in accordance with the terms described in the Customer Success Management General Conditions (CSM CG).

11.5. Customer Support Services Availability: Customer Support Services are available via email from Monday to Friday, from 10 AM to 6 PM, at support@mytraffic.fr.

12. Client Obligations

12.1. The information provided by the Client must be fair, accurate, and complete. Mytraffic reserves the right not to fulfill the order if these requirements are not met.

12.2. The Client agrees to respect the use of the Mytraffic Solution, particularly its analyses, and ensure that the Mytraffic Solution is used according to the characteristics recommended by Mytraffic.

12.3. Any use that does not comply with the normal purpose of the Mytraffic Solution gives Mytraffic the right to terminate this contract and remove the Client's access to the Mytraffic Solution.

13. Mytraffic's Obligations

13.1. Mytraffic commits to providing the Client with access to the Mytraffic Solution on the agreed date.

13.2. Mytraffic agrees to provide the Client with any information they have and to answer the Client's questions, particularly regarding security.

13.3. Mytraffic cannot guarantee permanent availability or the complete absence of malfunctions.

Mytraffic commits to providing an overall availability rate of 99% of working hours (from 8 AM to 8 PM - French time) for the Mytraffic Analytics platform, with the following commitment in case this performance is not achieved:

Availability of the Mytraffic Analytics platform

- SLA: Availability rate of the Mytraffic Analytics platform, measured as a percentage, over a month, during business days (8 AM - 8 PM CET).

- Availability Rate:

 - >99.0%

- If the KPI is not met:

 - If the target performance is not achieved in a month, the contract duration will be extended on a pro bono basis as follows:

   - 80-99%: 1 week extension

   - <80%: 1 month extension

13.4. Mytraffic reserves the right to make the Mytraffic Solution unavailable for maintenance operations, whether planned or for urgent needs.

13.5. Mytraffic cannot be held responsible in case of unavailability or malfunction of the Mytraffic Solution due to external causes such as network outages, internet service provider failures, disruptions on the internet network.

13.6. Mytraffic commits to maintaining a high level of security for its Solution and client accounts, using market-recognized cutting-edge tools. Despite Mytraffic's ongoing efforts to secure your data, the unpredictable nature of online threats means that Mytraffic cannot guarantee absolute protection against all fraudulent intrusions. In case of a security breach, Mytraffic will take immediate steps to mitigate risks and inform affected clients as soon as possible. Client trust is at the core of Mytraffic's approach, and Mytraffic commits to full transparency regarding the security of its Solution.

13.7. Customer support is available via email from Monday to Friday, from 10 AM to 6 PM, at support@mytraffic.fr.

14. Property

14.1 Know-How

14.1.1. Mytraffic will retain ownership of the methods, know-how, and tools that are proprietary to them and that were used to execute the contractual services and services.

14.2 Mytraffic Solution

14.2.1. Mytraffic declares that it owns the intellectual property rights or exploitation rights on the Mytraffic Solution and its components, including the analyses made available to the Client.

14.2.2. Data derived from the statistical processing of GPS data and physical counts are the exclusive property of Mytraffic.

14.2.3. These general conditions do not entail any transfer, of any kind, of intellectual property rights to the Client on the Mytraffic Solution and particularly on the analyses made available to the Client, who must refrain from any action or act that could directly or indirectly infringe Mytraffic's intellectual property rights.

14.2.4. In this regard, it is specified that all elements constituting the Mytraffic Solution are the exclusive property of Mytraffic or the partners or third parties who have granted them a license and are protected by intellectual property rights recognized by applicable laws.

14.2.5. Any reproduction and/or representation, in whole or in part, of any of these elements, without Mytraffic's express authorization, is prohibited and would constitute, among others, an infringement punishable by the provisions of the Intellectual Property Code.

15. Personal Data

15.1. As part of its activities, Mytraffic operates two types of data that have a personal character:

- Some of the data produced by Mytraffic for its clients, post-processed statistical data, are derived from the processing of so-called "raw" data (geolocation trajectories of smartphones) that have a personal character within the meaning of GDPR regulations (definitions below). These data are only exploited with the user's consent (more details in the Mytraffic Data Management Policy).

- As part of the use of its solutions (software or studies), Mytraffic may collect and process the personal data of its users to manage its commercial relationship with them and ensure the proper functioning of its Products & Services.

15.2. The methods of processing these data, implemented by Mytraffic, are detailed in Mytraffic's "Data Management Policy." This Policy can be consulted by clicking on the following link: [Mytraffic Data Management Policy](https://www.mytraffic.io/fr/politique-de-gestion-des-donnees)

15.3. The Data Management Policy is an integral part of this Agreement.

16. Financial Conditions

16.1 Prices

16.1.1. Prices are expressed in euros excluding taxes. The price and billing conditions are defined in the Order Form. The rates applied by Mytraffic are guaranteed during the commitment period. Thereafter, Mytraffic annually adjusts the prices of its services, which follow a linear increase of at least 3.5% per year. At the end of the initial commitment period, prices will be automatically revised on this basis.

16.2 Payment Methods

16.2.1. **Preferred Payment Method**: MyTraffic strongly encourages the use of GoCardless, a SEPA Direct Debit (Single Euro Payments Area) system, for all payments related to this Agreement, to ensure efficient and secure transaction management.

GoCardless

16.2.2. **Authorization and Setup**: The Client (the "Payer") is invited to provide MyTraffic (the "Beneficiary") with a SEPA Direct Debit Mandate via GoCardless, thus authorizing the Beneficiary to debit the amounts due from the designated bank account of the Payer in accordance with the agreed terms. For this purpose, the Client is requested to use the link provided by MyTraffic to create and activate their GoCardless account.

16.2.3. **Notification and Compliance**: In accordance with GoCardless procedures and SEPA rules, MyTraffic commits to notifying the Payer in advance of each debit, specifying the amount and the scheduled date. All transactions will be conducted in strict compliance with applicable security and compliance standards.

16.2.4. **Alternative and Additional Fees**: In the event the Client prefers an alternative payment method to GoCardless, a 2% upcharge on the total amount of each payment will be applied to cover additional administrative fees and management time. MyTraffic will provide the Client with details of this option and its financial implications before applying any additional fees.

16.3 Invoicing

16.3.1. **Issuance of Invoices**: MyTraffic will issue electronic invoices for all services provided under this Agreement. These invoices will detail the services rendered, the amount due, and the payment due date, in accordance with the terms agreed upon between MyTraffic and the Client.

16.3.2. **Payment Terms**: Payments for invoices issued by MyTraffic must be made within 30 days of the invoice date, unless otherwise agreed in writing between the Parties. Failure to meet this deadline may result in late payment interest calculated in accordance with applicable legislation.

16.3.3. **Payment Methods**: In line with the preferred payment method clause, direct debit via GoCardless is MyTraffic's preferred method for receiving payments. If the Client opts for an alternative payment method, the invoices will include the agreed 2% upcharge applicable on the total amount of each payment to cover additional management fees.

17. Late Payment Interest and Recovery Compensation

17.1. In the event of non-payment by the Client of all or part of an invoice issued by Mytraffic within the specified period, Mytraffic may, at its discretion, apply the following penalties for late payment, without prejudice to its right to claim compensation for its loss related to the said delay.

17.2. In case of non-payment and in accordance with Article L.441-6 of the Commercial Code, late payment interest calculated on the basis of the European Central Bank interest rate applied to its most recent refinancing operation, increased by 10 percentage points, will be applied.

17.3. It is proposed to retain the ECB rate increased as evaluated rates.

In accordance with Article D.441-5 of the Commercial Code: "The amount of the flat-rate compensation for recovery costs provided for in the twelfth paragraph of I of Article L.441-6 is set at 40 euros."

18. Liability

18.1. By mutual agreement, the parties expressly agree that Mytraffic's liability can only be engaged by the Client in the event of proven fault.

18.2. Mytraffic's liability cannot be engaged:

- In case of failure, breakdown, difficulty, suspension, or interruption of the Mytraffic Solution that may prevent or reduce access to or use of it or its features;

- Due to the direct and indirect consequences of Mytraffic posting erroneous, inaccurate, non-exhaustive, or irrelevant information online;

- Due to the direct and indirect consequences of the use of the Mytraffic Solution by a user.

18.3. The connection equipment to the Mytraffic Solution is the responsibility of the Client, who must take all appropriate measures to protect their equipment, software, and their data from any malicious action that could negatively impact the Mytraffic Solution via the internet, for example (such as viruses and other malware or attempts to block the BDL site).

18.4. Access to and use of the software solution are specifically reserved for the following browsers: Google Chrome, Safari, Mozilla Firefox. The Client acknowledges having taken note of the nature, purpose, and characteristics of the Mytraffic Solution but also the margin of error concerning the quantification and qualification of flows data.

18.5. MyTraffic provides information within its Solution for informational purposes only, and it should not be interpreted as professional advice or a recommendation from MyTraffic. Although MyTraffic uses reputable external sources to collect this information, MyTraffic cannot guarantee that it is always accurate, up-to-date, relevant, or complete.

18.6. The Mytraffic Solution consists of projection and simulation tools integrated into a complex, evolving social, fiscal, economic, and legal environment. It is reminded that real-time automatic updates of Mytraffic Solution tools are impossible, and Mytraffic cannot be held liable in this regard.

18.7. MyTraffic informs its clients that the information provided by its Solution may change without notice due to the constantly evolving nature of technology and markets. MyTraffic does its best to provide reliable data, but it is essential to understand that there may be unforeseen changes and that MyTraffic cannot be held responsible for changes or inaccuracies.

18.8. MyTraffic knows that its clients rely on its Solution to make important decisions and reminds them that using the data and analyses provided by its Solution is their own responsibility. This includes strategic, commercial, or location decisions. MyTraffic is here to support with quality information, but the final choices belong to the clients and must be made considering all relevant factors to their specific situation.

18.9. However, if Mytraffic's liability were to be retained due to a final decision and despite the provisions of these general conditions, it should correspond to the amount of the direct damage suffered due to the use of the Mytraffic Solution and cannot exceed the amount of sums paid to Mytraffic by the Client who has suffered damage for the payment of fees due in the twelve (12) months preceding the occurrence of the damage.

19. Damage

19.1. By mutual agreement, the parties agree that Mytraffic's liability is only engaged for the consequences of direct damage and that compensation for indirect damage is excluded.

19.2. Mytraffic's liability for a service is, by mutual agreement, limited to the amounts actually paid by the Client for this service in the twelve (12) months preceding the occurrence of the damage. This clause remains applicable in the event of nullity, termination, or termination of this contract.

20. Insurance

20.1. The parties declare that they are insured for all harmful consequences and actions for which they could be held responsible under these conditions with a well-established and solvent insurance company in the European Union or the United Kingdom.

21. Commercial References

21.1. Mytraffic may cite the Client's name as a commercial reference in accordance with commercial practices.

22. Confidentiality

22.1. In these conditions, all information concerning the Mytraffic Solution and the analyses generated by this Solution is confidential and covers all information or data communicated and generated by the parties in writing or orally, including information communicated or obtained during the negotiation of these conditions.

22.2. The parties naturally agree to:

- Treat confidential information with the same degree of protection they give to their confidential information of the same importance;

- Use the analyses in accordance with the "Usage Characteristics" section;

- Keep confidential information confidential and not disclose it directly or indirectly to any third party;

- Not infringe, in any way, the property rights over confidential information;

- Avoid copying, reproducing, or duplicating confidential information, in part or in whole, unless such copies, reproductions, or duplications are directly related to the performance of these conditions.

22.3. The parties remain bound by this confidentiality obligation for the duration of the contract and for five (5) years following the end of the contract, for any reason whatsoever.

23. Termination

23.1. In case of a serious breach by one of the parties of the obligations of these conditions not remedied within thirty (30) days from the sending of a registered letter with acknowledgment of receipt notifying the breach in question, the other party may pronounce the termination of the Contract by right without prejudice to all damages and interest to which it could claim under these conditions, effective from the date of receipt of the notification letter.

23.2. On the effective date of the termination of the contract, for any reason whatsoever:

- All payments made by the Client up to the date of termination will remain with MyTraffic unless the termination is due to a breach by MyTraffic.

- The Client will pay Mytraffic for the services actually performed by Mytraffic up to the effective date of termination;

- Mytraffic may invoice the Client for expenses incurred to meet its obligations under the Contract, including sums that Mytraffic would be required to pay to third parties and all expenses incurred due to this termination, unless this termination is due to Mytraffic.

23.3. All confidential information and its reproduction, all documents, materials, tools, or other items transmitted by one of the parties must be returned to the owner party immediately upon request and no later than on the effective date of termination or expiration of the Contract for any reason whatsoever.

24. Force Majeure

24.1. Initially, force majeure events will suspend the execution of the contract.

24.2. If the force majeure events last for more than two months, this contract will be automatically terminated unless the parties agree otherwise.

24.3. Expressly, the following are considered force majeure or fortuitous events, those usually recognized by the jurisprudence of French courts and tribunals, as well as the following events:

- Fire, internal or external strikes, lockouts, occupation of Mytraffic's premises, flooding, water damage, legal or government restrictions, legal or regulatory changes to marketing forms, accidents of any kind, lack of energy supply, partial or total stoppage of private or public telecommunications networks, and any other event beyond the express control of the parties preventing the normal execution of services.

25. Good Faith

25.1. The parties agree to perform their obligations with perfect good faith.

26. Independence of Parties

26.1. The parties acknowledge acting as independent businesses and will not be considered each other's agents.

26.2. This contract does not constitute an association, franchise, or mandate given by one party to the other.

26.3. Neither party may make a commitment on behalf of or for the other party.

27. Survival

27.1. Clauses declared as surviving after the end of the contract, regardless of the termination method such as term expiration or contractual termination, continue to apply until the end of their specific purpose. This particularly applies to clauses on liability and property.

28. Invalidity

28.1. If one or more stipulations of this contract are held invalid or declared as such under a law, regulation, or final decision of a competent jurisdiction, the other stipulations will retain their full force and scope.

29. Conciliation

29.1. In case of any difficulty and before any judicial proceedings, the parties agree to implement a conciliation procedure.

29.2. The parties agree to meet at the initiative of the most diligent party within eight days from the receipt of the conciliation meeting request letter.

29.3. The agenda is set by the party initiating the conciliation.

29.4. Decisions, if reached by mutual agreement, have contractual value.

29.5. This clause is legally autonomous from this contract. It continues to apply despite any possible invalidity, termination, or cancellation of these contractual relationships.

30. Assignment of the Contract

30.1. This contract cannot be assigned, in whole or in part, for consideration or free of charge, by one of the parties without the prior written agreement of the other party.

31. Applicable Law

31.1. These general conditions are subject to French law.

31.2. This applies to both substantive and procedural rules, notwithstanding the locations where the substantial or accessory obligations are performed.

32. Competent Jurisdiction

32.1. IN CASE OF DISPUTE, JURISDICTION IS EXPRESSLY GIVEN TO THE COURTS OF THE JURISDICTION OF THE COURT OF APPEAL CLOSEST TO THE HEADQUARTERS OF THE SUMMONED COMPANY, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS, EVEN FOR EMERGENCY PROCEEDINGS OR CONSERVATORY PROCEEDINGS, BY SUMMARY PROCEEDINGS OR PETITION.

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