General terms and conditions of service

Article 1 – Definitions

The terms and expressions identified by a capital letter in these general terms and conditions of service (hereinafter, the « GTC« ) shall have the meanings set out below, whether used in the singular or plural:

« Anomaly« : any bug, error, failure, anomaly, malfunction, incident, blockage, design or implementation defect or non-compliance with the Documentation of the Software, preventing the normal use and/or operation of all or part of the Software or the Premium Services provided through the APIs.

“APIs”: application programming interfaces made available to the Client to access certain Premium Services.

“Confidential Information”: all non-public information marked as confidential, all non-public information relating to the Client and Apeiron, as well as non-public information and data relating to APIs, the Software, Premium Extensions and Premium Services, technical and commercial operations, and administrative, financial, marketing, and strategic activities of each party to which the other party has had access during the negotiations of the Contract or in the context of the performance of the Contract, in writing, orally, by computer system, or by any other means, on any medium, whether or not such information is marked as confidential by the other Party, provided that it is not public.

« Contract« : the contract between the Client and Apeiron, which consists of the following documents, in descending order of priority: (i) the STC and (ii) the GTC.

« Client« : the company identified in the STC.

« Client Data« : the input and output data, including metadata, directly or indirectly generated, or cogenerated, by the Client’s use of the Software, excluding any assets or data protected by intellectual property rights, or constituting a trade secret, of Apeiron or third parties.

« Documentation of the APIs« : documentation enabling the Client to learn how to use Apeiron’s APIs for the purposes of accessing the Premium Services and available at https://git.apeiron.technology/production/projets/internes/api_premium

« Documentation of the Software« : documentation enabling the Client to learn how to use the Software and implement all of its features as of the effective date of the current version of the GTC, is available at https://geolandia.gitlab.io/openlog/openlog-documentation/index.html. Previous versions of the documentation can be found at https://gitlab.com/geolandia/openlog/openlog-documentation/-/releases.

« Main Plug-in« : the main plug-in of the Software developed by Apeiron.

« Premium Extensions« : extensions to the Main Plug-In developed by Apeiron.

« Premium Services« : services provided by Apeiron to Clients (which include, depending on the Subscription, the management of databases, technical support and priority access to Premium Extensions).

« Apeiron« : the company Apeiron, a simplified joint stock company with a capital of €59,000, whose registered office is located at 2125 Chemin des Mattes, GRANE (26400), registered in the Romans’ Trade and Companies Register under number 947 761 219 and represented by Mr. Vincent Picavet in his capacity as president, duly qualified for the purposes hereof.

« Software« : “Open Log” software, which consists of two layers:

• the Main Plug-in;
• the Premium Extensions.

« STC« : an order form issued by Apeiron and validated by the Client when subscribing or renewing their Subscription, on which are specified:

• the level of Subscription to which the Client has subscribed (Solo, Team or Partner);
• the Premium Extensions to which the Client will have access;
• the number of authorized Users;
• the Premium Services included in this Subscription;
• the duration of the Subscription;
• the pricing conditions;
• and any special conditions that may supplement or derogate from these GTC.

« Subscription« : subscription taken out by the Client in order to benefit from Premium Services.

« User« : any collaborator of the Client to which a User Account is attributed.

« User Account« : online account allowing Users to access the Premium Services.

taillée :

Article 2 – Purpose of the GTC and the Contract

2.1. Apeiron is a startup developing open source software dedicated to Geographic Information System (GIS) applications for geology and mining. It publishes and distributes “Open Log” Software, mainly designed for mining exploration applications and offering profile, cross-section, and 3D visualization features.In this context, Apeiron offers to its Clients several Premium Services related to the Software, including access to Premium Extensions, and Premium Services.

2.2. The GTC govern, alongside the STC, the supply by Apeiron to its Clients of these Premium Services.

2.3. The STC may supplement or derogate from GTC. The Contractconsists of the following documents, in descending order of priority: (i) the STC and (ii) the GTC. In the event of any contradiction or discrepancy between one or more provisions contained in any of these documents, the document of higher rank shall prevail.

2.4. No other document, in particular no general or specific terms and conditions (or any other similar document) published or habitually used by the Client appearing in documents sent or delivered by the Parties, shall be included in the Contract. Any other documents provided by Apeiron (such as commercial documents, brochures, or catalogs, etc.) is for informational purposes only and their content is not binding on Apeiron.

2.4. Any amendment to the Contract must be the subject of an addendum signed by Apeiron and the Client, which shall be classified at the same hierarchical level as the amended document.

Article 3 – Subscription to the Premium Services

3.1. The Client may solicit the Subscription of the Premium Services through Apeiron’s website or by other means made available to it. This Subscription will require signing by the Client of both the STC and the GTC.

3.2. The conclusion of the Contract is not subject to the issuance of a purchase order from the Client’s tools.

Article 4 – Client’s commitments

4.1. Due diligence

4.1.1. Prior to subscribing to the Premium Services, the Client has verified that the Premium Services and the type of Subscription chosen are appropriate for its needs and expectations.

4.1.2. The Client acknowledges that all the information and advice necessary for it to commit to the Contract has been provided by Apeiron, including all relevant technical requirements to access and benefit from the Premium Services, especially the Documentation of the Software and the Documentation of the APIs (that may change overtime – see article 5.6.).

4.1.3. In particular, the Client acknowledges to have been informed that the use of the Main Plug-in and of the Premium Extensions is governed by the GPL v2 license or any subsequent license (see article 4.5.).

4.2. Collaboration in good faith

4.2.1. The Client undertakes to collaborate actively, closely and in good faith with Apeiron.

4.2.2. It undertakes to have, throughout the term of the Contract, a dedicated contact person within its organisation for communication with Apeiron. More generally, it undertakes to mobilise the human, material and logistical resources necessary for the proper performance of the Contract, and in particular to study and validate in a timely manner the elements and requests submitted to it by Apeiron.

4.2.3. The Client undertakes to provide, as soon as possible, any information, data and other content of which it is aware or which it possesses and which is necessary for the performance of the Premium Services by Apeiron or likely to assist Apeiron in the performance of the Premium Services.

4.2.4. The Client especially undertakes to report in a timely manner any Anomaly affecting the Premium Services. Such report can be made through Apeiron support service available at https://gitlab.com/geolandia/openlog/openlog-qgis-plugin/-/issues.

4.3. Proper and secure use of the Premium Services

4.3.1. Accessing and benefiting from Premium Services may require the Client to have an Internet connection and adequate computer equipment, for which it is solely responsible and for which all costs, fees, subscriptions, and taxes remain its sole responsibility.

4.3.2. The Client undertakes not to use the Premium Services, the Software and the APIs in an unauthorised, misappropriated, fraudulent, excessive, malicious manner and/or in breach of the Contract and/or applicable laws, regulations and licenses, and to ensure that its use of the Premium Services, the Software and/or the APIs does not affect their stability and security. Apeiron shall in no event be held liable for any improper performance of the Premium Services in the event of a breach of these commitments, which can also lead to a suspension of the Premium Services and, ultimately, to the termination of the Contract under the terms set out in article 10.

4.3.3. The Client undertakes especially not to tamper with the technical measures implemented by Apeiron to identify each User and determine their access rights. Any tampering with such technical measures, especially any modification or erasure of the identification code attributed to each User, constitutes a severe breach of Contract, which will lead to the immediate suspension of all Premium Services and the termination of the Contract under the terms set out in article 10, in addition to possible claims for compensation from Apeiron and/or any third party.

4.3.4. The Client is solely responsible for:

• the configuration of the Software;
• the use that it makes from the Software, especially the Premium Extensions;
• all data that it loads and generates with the Software and all results that it obtains with the help of the Software;
• any interpretation and calculation made on the basis thereof;
• the actions and decisions that it takes or issues on the basis thereof.

4.3.5. The Client especially warrants that it has all the necessary rights and authorizations to use the Client Data in the context of the Premium Services.

4.3.6. The Client undertakes to put in place the necessary security measures (in particular technical, procedural and legal) to comply with its obligations and to communicate and ensure that its staff comply with the conditions and limits of use of the Premium Services, the Premium Extensions and the APIs provided for in the Contract and in the applicable licenses, the Documentation of the API and the Documentation of the Software.

4.3.7. The Client shall indemnify Apeiron against any claim or action by any third party in respect of any unauthorized use of the Premium Services, the Software and/or any of the APIs and/or of any other breach by the Client of the Contract, any other contract that the Client entered into and/or of any regulation.

4.4. Proper use of the User Accounts login credentials

4.4.1. The login credentials to the User Accounts are strictly personal and confidential. The Client shall ensure that they remain confidential and undertakes to enforce the confidentiality of these login credentials. Such confidentiality is of paramount importance in light especially of the confidentiality obligation provided for at article 4.5. below.

4.4.2. To ensure the security of each User Account, the Client undertakes in particular:

• to choose a sufficiently strong password (see the CNIL’s advice at https://www.cnil.fr/fr/les-conseils-de-la-cnil-pour-un-bon-mot-de-passe);
• not to disclose their login credentials to third parties;
• to take all necessary precautions to prevent third parties from accessing its User Accounts, even without its knowledge (in particular by locking access to devices used to access the User Accounts – computer, smartphone, etc. – using another equally strong password);
• not to give third parties access to the User Accounts;
• regularly review the access rights to the User Accounts to ensure that only individuals within the Client that require such access have these rights;
• have deleted any obsolete User Account (especially the ones attributed to individuals who do not work for the Client anymore).

4.4.3. If the Client suspects that the login credentials to any of its User Accounts may have been compromised (through theft, cyberattack, loss, etc.), the Client undertakes to immediately notify by writing Apeiron at security@apeiron.technology.

4.4.4. Until the reset of potentially compromised login credentials, Apeiron cannot be held liable for any potentially harmful consequences of unauthorised third-party access to a User Account via compromised login credentials, unless the disclosure to this third party of the login credentials in question is caused by its own fault or negligence.

4.4.5. Consequently, with the exception of the disclosure of login credentials caused by a fault or negligence on the part of Apeiron, the Client accepts that all actions related to its User Accounts will be deemed to have been carried out by the Client until the login credentials are reset. The Client may, however, provide evidence to the contrary and demonstrate the existence of fraud attributable to a third party.

4.5. Respect for Apeiron’s intellectual property rights and for the confidentiality of the Premium Extensions

4.5.1. Like the Main Plug-In, Premium Extensions are subject to the GPL V2 license available at https://www.gnu.org/licenses/old-licenses/gpl-2.0-standalone.html (and any other subsequent version that may replace it).

For the provision of some Premium Services, Apeiron may make available to the Client other protected elements, especially the APIs, that are subject to the AGPL v3 license available at https://www.gnu.org/licenses/agpl-3.0.fr.html (and any other subsequent version that may replace it).

The Client warrants that:

• he has perfect knowledge of these two licenses (and will have such perfect knowledge of any other subsequent versions that may replace them);
• it will comply with these licenses while using the Main Plug-in and the Premium Extensions, as well as the APIs and other protected elements made available to it by Apeiron.

4.5.2. Clients benefit from a priority access to Premium Extensions which are not released to the public before two (2) years from the date of their availability to Apeiron’s Clients.

The Client undertakes:

• not to disclose, nor otherwise permit (willingly or through carefulness) the access, to anyone, by any means (including through the User Accounts), to the source code of each Premium Extensions, as well as any specific documentation attached to it and not released publicly, during this period of two (2) years starting from the dates indicated by Apeiron on the User Account and in the settings;
• to take all necessary measures, including security measures, to preserve during this period of two (2) years the strict confidentiality of the source code of each Premium Extensions, as well as of any specific documentation attached to it and not released publicly.

4.5.3. The Client also undertakes to comply with Apeiron trademark policy, available at https://apeiron.technology/trademark-policy/.

4.5.4. Compliance with the obligations provided in this article 4.5 is a substantial obligation of the Contract and is adamant to preserve Apeiron’s interests. Any breach may lead to the immediate suspension of all Premium Services and the termination of the Contract under the terms set out in article 10, in addition to possible claims for compensation from Apeiron and/or any third party.

Article 5 – Apeiron’s commitments

5.1. Priority access to Premium Extensions

5.1.1. Every Subscription includes priority access of the Client to selected Premium Extensions, which complement and enhance the Main Plug-in and which are not made available to standard users for a 24-month-period from their release to Clients.

5.1.2. The Premium Extensions chosen by the Client, as well as the number of Users authorized to access and use them, are specified in the STC.

5.1.3. Each User of the Client can access the chosen Premium Extensions by submitting their credentials in the Settings menu of OpenLog. The User can then download and install the chosen Premium Extension to its equipment.

5.1.4. The technical requirements and modalities to access the chosen Premium Extensions are further explained in the Documentation of the Software.

5.1.4. The Premium Extensions are provided “as is”, except if the Client also benefits from a maintenance Premium Service (see article 5.4. hereafter).

5.2. Database management

5.2.1. Clients with a Team or Partner Subscription benefit from a database management Premium Service called XplorDB.

5.2.2. In the context of the XplorDB Premium Service, Apeiron provides the Client with an infrastructure for hosting the Client’s database consisting of Client Data. Subject to the limits applicable to their Subscription as defined in the STC and/or the invoice, the database management service is subject to the following hard (upper) limits: 50 GB of storage and 200 Mib/s of bandwidth.

5.2.3. Apeiron makes its best efforts to ensure data confidentiality and integrity, as well as availability. Apeiron offers a 98% uptime for the XplorDB Premium Service excluding maintenance periods.

5.3. Technical support

5.3.1. Clients with a Team and Partner Subscription shall benefit from priority access to Apeiron’s technical support to deal with Anomalies when using the Software as follows:

• Clients with a Team Subscription have priority access to the public support portal at https://gitlab.com/groups/geolandia/openlog/-/issues;
• Clients with a Partner Subscription have access to a dedicated private portal with a maximum allocation of 30 hours of technical support per year (which is untransferable from one year to the next).

5.3.2. Apeiron’s response times vary depending on the type of Subscription:

• for Team Subscription, a first response will be provided within twenty-four (24) hours between 9am-6pm UTC+1 (thanks to a priority access over other users);
• for Partner Subscription, a first response will be provided within twelve (12) hours between 9am-6pm UTC+1 (thanks to a dedicated support service).

5.4. Technical maintenance

5.4.1. Every Subscription includes an access to corrective, preventive and upgrade maintenance services for the Software.

5.4.2. This maintenance Premium Service includes, in particular, the correction of Anomalies of the Software and of the APIs within a reasonable time frame depending on the severity of the Anomaly and its impact on the Software or the Premium Services’ usability.

5.4.3. In the case of corrective maintenance, regardless of the type of Anomaly, Apeiron undertakes to keep the Client informed, on the portal associated with its subscription, both of the follow-up on the measures taken and of the estimated time required for repair.

5.5. Contributions to the Software’s roadmap

5.5.1. Partner Subscription includes the right for the Client to submit to Apeiron suggestions for the Software’s roadmap for future developments and improvements

5.5.2. Apeiron shall study every Client’s suggestion thoroughly and consider each of them for inclusion in the Software’s roadmap.

5.5.3. The Client acknowledges and agrees that Apeiron may choose not to act on the suggestions submitted to it.

5.5.4. Apeiron shall be free to use, reproduce, modify, distribute and exploit every suggestion for any purpose without compensation, attribution or obligation to the Client.

5.6. Evolution of Premium Extensions, of the APIs and of the Premium Services

1. In virtue of their nature, Premium Extensions and APIs will be subject to updates and changes, in particular to enable the integration of new features, to remove inadequate features and to take into account technological developments or Clients’ needs. Premium Services may also be subject to changes.

2. Apeiron thus reserves the right to develop and modify Premium Services, APIs and Premium Extensions, as well as the Documentation of the APIs and the Documentation of the Software. In the event of a significant change that would have a major impact for the Client’s use of the Software, Apeiron will inform the Client by email no later than one (1) month before the planned change is implemented. The Client will then have the option to terminate the Contract by registered letter with acknowledgment of receipt. The termination shall then take effect at the planned date of implementation of the changes, after the possible application of the exit terms set out at article 11.

3. The Client may not, under any circumstances, make any claim for such change made to the Premium Services, nor claim any compensation.

5.7. General provisions applicable to all Premium Services

1. Premium Services, especially technical support and maintenance, are only provided with regard to the last versions of the Main Plug-in and each Premium Extension.

2. Apeiron is only bound by obligations of means. It undertakes to use its best efforts to provide the Premium Services with all due care and diligence and in accordance with the rules of good practice applicable to its profession and activity. In this respect, it undertakes to deploy the human, material and logistical resources necessary to perform the Premium Services and fulfil its obligations.

Especially, provided that they are not disproportionate and within the limits of what is reasonably within its control, Apeiron shall use, as an obligation of means, its best efforts to:

• ensure the availability and proper functioning of the Premium Services;
• ensure the secure transmission of Client Data where relevant;
• resolve any malfunctions within a reasonable time frame.

3. Apeiron’s commitments, especially in the context of technical support and maintenance, and warranties do not cover Anomalies caused, partially or totally, by:

• any modification made to the Software by a person other than Apeiron;
• any hardware or software belonging to the Client or a third party used by the Client;
• the use of old versions of the Software and/or Premium Extensions and/or APIs;
• the use of the Software contrary to the Documentation of the Software made available to the Client or to reasonable instructions from Apeiron;
• the use of any of the APIs contrary to the Documentation of the APIs made available to the Client or to reasonable instructions from Apeiron;
• events beyond Apeiron’s control, including, but not limited to, events of force majeure as defined in article 7, or performance and/or availability issues arising from the technical facilities of Internet service providers and/or the technical equipment used by the Client.

4. Apeiron cannot under any circumstances be held liable for problems not originating from its technical equipment, and in particular those likely to originate from the technical equipment of Internet service providers and/or the technical equipment used by the Client.

The Client is also aware of the technical uncertainties that may affect the Internet network and cause slowdowns or unavailability, making connection impossible. The Client acknowledges and accepts that the Internet network, and more generally any network, means or protocol used for data transmission purposes, may experience periods of saturation due to bandwidth congestion, outages due to technical incidents, maintenance work or other events beyond Apeiron’s control. Apeiron cannot especially be held liable for any difficulties in accessing or benefiting from any Premium Service or for any other harmful consequences due to disruptions to the network, a means of communication or a protocol beyond its control.

5. IT security cannot be guaranteed without reservation given the state of the art and technology. In particular, the protection of information transmitted via the Internet, including Client Data, against any risk of misappropriation cannot be guaranteed. The same applies to the absence of:

• fraudulent, malicious and unauthorised intrusion into the equipment used in connection with the Premium Services and the equipment to which they are connected;
• unauthorised extraction and alteration of data on this equipment and of data transiting to and from the Software and through the APIs;
• attacks by computer viruses, logic bombs, advanced persistent threats (APTs) with the effect of reducing, disrupting or preventing the normal use of the equipment used to access the Premium Services and the equipment to which they are connected or of interrupting and/or slowing down the normal flow of electronic communications.

Good IT security requires the Client to protect itself effectively against these risks, in particular by having a high-quality, up-to-date antivirus programme when accessing the Premium Services.

6. More generally, Apeiron cannot guarantee that:

• the Premium Extensions, the APIs and the Premium Services will be provided without error, without interruption, completely or accurately;
• the technical equipment used to provide the Premium Services, their content and the servers that host them are free from anomalies, viruses, bugs, technical errors or other issues.

7. Except for what is provided above, Apeironmakes no express or implied warranties with respect to the Premium Extensions and/or the APIs and/or the Premium Services, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. It does not guarantee that the features of the Premium Services will meet the Client’s requirements, nor does it guarantee the results of the Premium Services.

8. In view of the above, Apeiron shall not be liable to any person for any direct or indirect damage resulting from a malfunction or interruption of the Premium Services originating, directly or indirectly, in whole or in part, from events beyond Apeiron’s control or which are resolved within a reasonable time by Apeiron.

9. For the maintenance of the Premium Extensions and of the APIs, but also of the other Premium Services, Apeiron reserves the right to suspend access to the Premium Extensions, the APIs and the Premium Services, in whole or in part, in order to carry out any operations of corrective, preventive and upgrade maintenance.

Apeiron will make its best efforts to inform in advance the Client of the suspensions to come, especially in the event of a long-term suspension. However, the Client acknowledges that such information will not always be given in advance, especially in the event of emergency maintenance.

Apeiron also reserves the right to suspend access to Premium Services, the APIs and Premium Extensions at any time in the event of risks to the security of Apeiron or the Client’s equipment and/or Client Data.

Apeiron shall in no event be held liable for any damage and/or loss resulting from such suspensions for the Client or any third party. It is the Client’s responsibility to take all appropriate measures to minimise the harmful consequences of a possible suspension of the Premium Services.

10. Apeiron shall only be liable in the event of proven fault and for direct damages resulting from events directly attributable to it under the Contract.

The Client expressly accepts that indirect and/or immaterial damages such as loss of profits, loss of customers, operating losses, loss of earnings, loss of data, disruption to the Client’s activities, increase in its internal costs, damage to its image or any other moral damage shall not give rise to any right to compensation, even if the Client has been informed of the possibility of such damage.

As an essential and decisive condition of the Contract, in all cases where Apeiron’s liability is established and proven, it is expressly understood that, except in the case of gross negligence or wilful misconduct duly proven by the Client, Apeiron’s liability under the Contract shall not exceed the total amount actually paid by the Client to Apeiron under the Contract during the twelve (12) months preceding the event(s) giving rise to liability.

Article 6 – Financial Terms

6.1. Price

6.1.1. In consideration of the provision of Premium Services, the Client shall pay to Apeiron the price specified in the STC.

6.1.2. Prices are quoted in euros, excluding taxes and including all taxes at the rate in force at the time of issue of the STC.

6.1.3. This price is valid for the duration of the Subscription defined in the STC. Apeiron may revise this price upwards upon each renewal of the Contract, provided that prior notice is given at least one (1) month in advance by any written means (in particular, by email). If the Client refuses to accept the revised pricing terms, it shall have the option to terminate the Contract within fifteen (15) calendar days of notification of the new pricing terms. If the Client does not terminate the Contract, the new pricing conditions shall be deemed to have been accepted by the Client and shall automatically apply upon renewal of the Contract.

6.2. Payment and invoicing terms

6.2.1. Invoices shall be sent to the Client electronically, which the Client accepts.

6.2.2. The Client may pay each invoice:

• by credit card for Solo, Team or Partner Subscription,
• by bank transfer for Partner Subscription only. The relevant banking details shall be communicated to the Client separately, as necessary.

No other means of payment will be accepted by Apeiron.

6.2.3. The Client undertakes to provide and update all information necessary for invoicing and to complete all formalities required to proceed to the payment of the sums owed to Apeiron. Failing this, Apeiron reserves the right to suspend the Premium Services. In particular, recording in accounting tools and/or issuing purchase orders from these tools cannot justify late payments.

6.3. Default or late payment

6.3.1. Any invoice issued by Apeiron in its own name and on its own behalf that is not paid, in full or in part, by its due date shall bear interest at three (3) times the legal interest rate in force on the date of issue of the invoice. This interest shall be calculated from the day following the due date of the unpaid amount until its full payment. A fixed compensation of forty euros (€40) per invoice shall be payable to Apeiron for any late payment. Any collection costs exceeding this fixed compensation shall be borne by the Client in the event that Apeiron obtains an enforceable title or enforcement order against it. If Apeiron entrusts the collection of its debt to a third party, the Client shall also be liable for the reimbursement of the costs and fees incurred.

6.3.2. Any default or late payment may lead to the suspension of provision of the Premium Services and, ultimately, to the termination of the Contract under the terms set out in Article 10.

Article 7 – Force majeure

7.1. Neither party shall be liable or deemed to be in breach of any clause of the Contract if it is delayed or prevented from performing any of its obligations due to force majeure or the occurrence of any act or event beyond its control.

7.2. By express agreement, in addition to those usually recognized by the case law of French courts and tribunals, and without the following list being exhaustive, the following shall be considered as force majeure or acts or events beyond the control of a party: wars, insurrections, riots, natural or chemical disasters, social conflicts (internal or affecting third-party suppliers or intermediaries), lockouts, bad weather, blockages of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, blockages or interruptions of telecommunications or electronic networks or hosting providers, interruptions in energy supply, failures of computer systems, software or other equipment or technologies on which a party depends, insofar as they prevent or delay the performance of the Contract by a party.

7.3. If such event continues beyond a period of one (1) month from its written notification by either of the party, the Contract may be terminated immediately and automatically, without compensation, by either party by sending a registered letter with acknowledgement of receipt.

Article 8 – Data protection and e-privacy

8.1. Apeiron processes and collects data concerning natural persons using its Premium Services (Clients or Clients’ personnel), particularly in connection with access to and use of the Premium Services through the User Accounts.

In this context, Apeiron acts as a data controller within the meaning of European regulation on the protection of personal data.

Some of the data collected and processed by Apeiron is necessary to enable Apeiron to pursue certain purposes, in particular the provision of the Premium Services. Failure to provide such data may therefore prevent Apeiron from providing the Premium Services (such as providing access to them through the User Account). Apeiron cannot be held liable for such an impediment in the event of refusal to provide data by the Clients and/or individuals logging into the User Accounts.

8.2. Apeiron uses trackers or cookies and processes connection data enabling the traceability of each person and each computer login on to User Accounts (date, time, IP address, visitor’s computer settings, browser used, logs, actions taken, etc.).

The use of certain trackers or cookies is necessary to enable the Client to access the Premium Services, especially through the User Accounts. Apeiron cannot be held liable in the event of inability to access the Premium Services as a result of opposition to the use of these trackers or cookies by the Client and/or individuals logging into their User Accounts.

Article 9 – Term of the Contract and renewals

9.1. Unless otherwise stipulated in the STC, the Contract shall come into force on the date of its conclusion, for an initial term of twelve (12) months from the conclusion of the Subscription by the Client.

9.2. The Contract shall then be tacitly renewed at the end of this initial term and at the end of each new twelve (12) month period, unless either of the party notify in writing of its decision not to renew the Contract at least one (1) month prior to the renewal date.

9.3. Any termination notification shall be sent to Apeiron at contract+termination@apeiron.technology.

Article 10 – Consequences of non-performance of the Contract

10.1. In the event of a breach of any of the provisions of this Contract, Apeiron may take one or more of the following measures:

• temporarily suspend access to one or several Premium Services and/or to one or several User Accounts pending the cessation or remedy of the breach if the latter can be ceased and/or remedied;
• terminate the Contract in the conditions set out below;
• refuse any subsequent request for a Subscription from the faulty Client;
• seek compensation for damages;
• request any additional action to be taken to remedy the situation, including, but not limited to, the permanent deletion by the faulty Client of all elements to which it will have had a priority access under the Contract.

Penalties that are not incompatible may be combined, and damages may always be added.

In the event of temporary measures, their duration will be adapted to the situation that triggered them.

10.2. These measures may be implemented in particular in the event of:

• failure by the Client to comply with its obligations under articles 4.3, 4.4 and 4.5;
• default or late payment.

10.3. Apeiron shall not be liable for any damages resulting from these measures.

10.4. The temporary suspension of all or part of the Premium Services does not release the Client from its obligation to pay the price of the Subscription.

10.5. The Contract may be terminated ipso jure in the following cases:

• ineffectiveness of a temporary measure previously taken because the situation has not been remedied or a new breach has occurred;
• serious or repeated breach of the Contract or of the legal or regulatory provisions in force.

10.6. In order to implement one or more of the measures provided for in this article with regard to the Client, Apeiron shall send the Client, by email to the email address associated with the Client main User Account, a notification specifying the facts and reasons for the measure(s) (unless Apeiron is legally or regulatory prevented from providing such information), giving reasonable notice before implementing the measure(s).

This period shall be thirty (30) days in the event of termination, except where Apeiron:

• is subject to a legal or regulatory obligation to terminate the Contract in a manner that does not allow it to comply with the said period;
• exercises a right of termination for an imperative reason provided for by national law;
• can prove that the Client has repeatedly and seriously breached this Contract.

Where applicable, Apeiron shall set out the reasons for not applying the thirty (30) day period in the email notifying the termination.

10.7. Any Client who wishes to contest the measure taken against it may send a complaint at contract+complaint@apeiron.technology in order to clarify the facts and circumstances that gave rise to the measure. Its request will be reviewed by Apeiron and a reasoned response will be provided.

10.8. It is expressly agreed between the parties to exclude the application of Article 1226 of the French Civil Code and to retain as the sole possibility of termination or cancellation for non-performance of its obligations by one of the parties the implementation of this article.

Article 11 – Specific termination and exit terms applicable to data processing services

11.1. This article applies only to Premium Services qualifying as “data processing services” within the meaning of Article 2 (8) of the Data Act (Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data and amending Regulation (EU) 2017/2394 and Directive (EU) 2020/1828).

11.2. When such data processing services are provided to the Client, it has the right to request termination of the Contract and to receive reasonable assistance from Apeiron in the following cases:

1. the Client wishes to switch (within the meaning of Article 2 (34) of the Data Act) to a data processing service offered by a different provider of data processing services of its choice;
2. the Client wishes to port all exportable data and digital assets to an on-premises ICT infrastructure within the meaning of Article 2 (33) of the Data Act;
3. the Client no longer wishes to use the services and wishes to have all Client Data deleted.

11.3. The specific terms applicable to such termination request are detailed hereafter.

11.4. The termination and switching process may be carried out in four (4) stages:

• the notice period following notification of termination which shall not exceed two (2) months;
• the transitional period which shall not exceed thirty (30) calendar days (except in case of duly justified technical unfeasibility in which case a maximum seven (7) month-period may apply):
• the data retrieval period which shall last at least thirty (30) calendar days;
• and the termination per se.

11.5 During all these stages, Apeiron undertakes to support the Client’s exit strategy relevant to the data processing services included in the Premium Services, including by providing all information that it deems relevant this strategy.

11.6. The notification of termination is made by the Client by registered letter with acknowledgment of receipt. It shall contain all the information necessary to enable Apeiron to assist the Client in the outgoing switching process.

This notification shall especially specify the exit scenario chosen by the Client between:

1. export of Client Data in order to switch to another service provider, or
2. export of Client Data in order to switch to an on-premises ICT infrastructure, or
3. sole erasure of all Client Data.

This notification must be given by the Client at least two (2) months:

• before the beginning of the transitional period in the event of a request to export Client Data for a switch to another service provider or to an on-premises ICT infrastructure;
• before the effective termination date in the absence of request to export Client Data.

11.7. In the event of a request to terminate the Contract without any export of Client Data (with only an erasure of Client Data), there will be no transitional and data retrieval period.

The Contract will be terminated at the end of the notice period. This termination will be notified to the Client.

11.8. Upon receipt of the notification, if a request for export of Client Data is made, Apeiron shall provide the Client, within a maximum period of fourteen (14) calendar days, with more detailed information regarding switching and exit assistance corresponding to the type of support requested, including the porting methods and formats, and steps required to carry out the switching process, as well as any restrictions and technical limitations known to Apeiron and the potential switching charges.

When it is technically unfeasible to comply with a thirty (30) day transitional period, Apeiron shall inform the Client within the same period of fourteen (14) calendar days from receipt of the Client’s notification of this unfeasibility and shall duly justify this technical unfeasibility. Apeiron shall indicate an alternative transitional period, which may not exceed seven (7) months.

11.9. At the end of the notice period, a transitional period shall begin to allow the Client and Apeiron to prepare for the retrieval of Client Data and the termination of the Contract.

The duration of the transitional period may be:

• reduced by mutual agreement between the Parties;
• extended upon request of the Client for a duration more appropriate for the transition, which shall not exceed three (3) months. In that case, the Client notifies Apeiron of this change before the end of the original transitional period and indicates the alternative transitional period.

11.10. Until the end of the transitional period, service continuity shall be ensured by Apeiron, which shall:

• provide reasonable assistance to the Client and to third parties authorized by the Client in the switching process;
• act with due care to maintain business continuity and continue the provisions of the Premium Services under the Contract;
• provide clear information concerning known risks to continuity in the provision of the data processing services included in the Premium Services on its part;
• ensure that a high level of security is maintained throughout the switching process), in particular with regard to the security of Client Data during their transfer and the continued security of the data during the data retrieval period in accordance with applicable EU and French laws.

11.11. At the end of the transitional period, the Client will have a final period of thirty (30) days to retrieve the Client Data in accordance with the procedures set in place during the transitional period.

11.12. Once the Client Data has been retrieved and successfully transferred either to the third party designated by the Client, or to the Client itself, the switching process will be successfully completed and the Contract shall be automatically terminated. This termination will be notified to the Client.

11.13. If the termination requested by the Client pursuant to this article 11 results in early termination of the Contract with respect to the term provided for at article 9, the Client shall be liable to Apeiron for an early termination penalty amounting to seventy percent (70 %) of the sums that would have been owed had the Contract been fulfilled until this intended term.

11.14. Apeiron may also invoice the Client for switching charges, which may not exceed the costs incurred by Apeiron during the switching process. In that event, Apeiron and the Client will enter into additional STC.

11.15. Apeiron shall make available to the Client and keep up to date a register containing detailed information on the structures and formats of exportable data, as well as interoperability standards and specifications, accessible from the address https://apeiron.technology/data-act.

11.16. The Client undertakes to make its best efforts and to collaborate with Apeiron to achieve the switching process It shall provide all relevant information to Apeiron and inform Apeiron of its decisions in a timely manner. The Client shall act in good faith to implement all instructions related to the process of changing suppliers, exporting, or deleting data as communicated to it by Apeiron.

11.17. The Client always remains responsible for the import and use of Client Data in its own systems or in the systems of the third-party data processing service provider, including when it uses the services of a third party. The Client and any third parties appointed by it undertake to respect the intellectual property rights of any material or data provided in connection with the procedure set out in this article 11, as well as Apeiron’s trade secrets. The Client undertakes to allow access to and use of these documents by third parties appointed by it only to the extent necessary to carry out the

switching process and only with the express authorization of Apeiron.

11.18. Each party undertakes to perform its obligations in good faith so that the switching process is effective, allows for the timely transfer of Client Data, and allows for the continuity of the data processing service concerned.

11.19. This article 11 and the obligations arising from the Data Act do not create any obligation for Apeiron to develop new technologies or new services, or to disclose or transfer Confidential Information to the Client or to third parties, or to compromise the security and integrity of the Premium Services and Apeiron.

Article 12 – Consequences of termination of the Contract

12.1. In case of a termination of the Contract without any breach by the Client, the Client will be able to continue using the Premium Extensions that were made available to it until the end of the Contract and whose source codes it retrieved before this end. However, the Client will lose its priority access to subsequent additions or developments to these Premium Extensions or to new Premium Extensions.

12.2. Regardless of the cause of the termination of the Contract, subject to potential measures taken under the conditions set out in article 10 and to the specific terms applicable to data processing services set out in article 11, at the end of the Contract:

• the Client will remain liable for payment of the price until the effective date of termination of the Contract;
• access to Premium Services will cease;
• Client Data will be deleted within thirty (30) days, being specified that the Client will, in any case, be able to retrieve the Client Data under the modalities set out in article 11;
• the provisions of articles 4, 5, 6, 10 and 11 shall remain in force for the period necessary for their application after the end of the Contract, as well as any other provision whose nature justifies their continued application;
• the Client shall remain especially bound by its commitments stipulated in article 4.5 with regard to the respect for intellectual property rights on the Software and for the confidentiality of the Premium Extensions.

12.3. Apeiron shall not be held liable for the consequences of the termination of the Contract, regardless of whether the termination was initiated by the Client or Apeiron. It is the Client’s responsibility to take all necessary measures to anticipate the consequences of the termination of the Contract.

Article 13 – Subcontracting

The Client authorizes Apeiron to use one or more other subcontractors to participate in providing the Premium Services.

Article 14 – Protection of non-personal data against unlawful access and transfer by public authorities

Apeiron declares that it has adopted measures to prevent international access by public authorities to non-personal data held in the European Union or the international transfer of such data where such access or transfer may conflict with European Union or French law, in accordance with Article 28 of the Data Act. More information can be found at https://apeiron.technology/data-act.

Article 15 – Confidentiality

15.1. Confidential Information shall be disclosed by each party for the sole and exclusive purpose of the proper performance of this Contract. Each party is prohibited from reproducing, using, exploiting, and/or transmitting Confidential Information for any other purpose. In particular, it is prohibited to draw inspiration from, imitate, counterfeit, adapt, license, sublicense, rent, grant, transfer, or disclose Confidential Information to a third party.

15.2. The disclosure of Confidential Information by either Party shall not result in any transfer of ownership thereof.

15.3. Each party shall take all necessary measures, in particular security measures, including IT measures, to preserve the confidentiality of Confidential Information. Each party shall internally limit the disclosure of Confidential Information to only those managers, employees, or agents whose involvement is necessary for the performance of the Contract. It is understood that each party shall be responsible for informing these recipients of Confidential Information of its confidential nature. Each party shall also inform these recipients of the penalties for violating this obligation.

15.4. If, in the context of any legal, administrative, or other proceedings, a party is required to disclose all or part of the Confidential Information, by oral or written request, in order to comply with the laws and regulations in force in France or in another country:

• said party undertakes to notify the other party immediately of such a request;
• said party undertakes to obtain assurance that the information thus provided will be treated as confidential as defined in this Contract to the extent permitted by law;
• the said party undertakes to disclose only the Confidential Information that is absolutely essential, after obtaining the reasoned opinion of its lawyers.

15.5. These confidentiality obligations shall apply as long as the data concerned has not become public and/or is not classified as trade secrets under the French Commercial Code, unless the party concerned has given its prior written consent to the lifting of confidentiality.

Article 16 – Evidence

16.1. The data collected when subscribing to the Premium Services, then during the performance of the Contract, in particular when accessing the Premium Services, is kept by Apeiron as evidence.

16.2. The Client acknowledges and accepts in particular that Apeiron may collect the IP addresses and connection data of the IT equipment accessing the Premium Services, in particular for the purposes of access control, compliance with Apeiron’s rights and proof of any breach of the Contract or Apeiron’s rights.

16.3. In the event of a dispute between the data stored by Apeiron and any document provided by the Client, it is expressly agreed as a rule of evidence that Apeiron’s information and data shall prevail in the event of a contradiction with other evidence.

Article 17 – Evolution of the GTC

17.1. Apeiron may modify the GTC at any time, subject to thirty (30) calendar days’ notice.

17.2. By continuing to use the Premium Services after the expiry of this period, the Client agrees to be bound by the new terms and conditions as amended. The Client shall thus be deemed to have accepted the new GTC.

17.3. If the Client wishes to refuse the amended terms and conditions, the Client must terminate the Contract before the expiry of the aforementioned period by registered letter with acknowledgement of receipt.

Article 18. Transfer of the Contract

18.1. Apeiron may freely transfer all or part of its rights and obligations under the Contract at any time (in particular through the transfer of business assets, contribution of assets, merger). In the event that such a transfer is likely to result in a reduction in the Client’s rights under the Contract and in the use of the Premium Services, Apeiron shall inform the Client in advance, which may, if it refuses the terms of the transfer, terminate the Contract with effect from the date of the transfer by sending a registered letter with acknowledgement of receipt to Apeiron.

18.2. The Client may not assign all or part of their rights and obligations without the prior written consent of Apeiron.

Article 19 – Waiver and tolerance

19.1. The waiver by either party of any of its rights under the Contract shall only take effect if it has been made in writing and shall be interpreted restrictively.

19.2. The fact that one of the parties does not require, temporarily or permanently, the application of a provision of the Contract shall not be considered a waiver of the provision concerned or an amendment to the Contract, and shall not prevent the non-defaulting party from invoking it in the future.

Article 20 – Validity of the GTC

20.1. If any provision of the Contract, or part thereof, is or becomes invalid under any regulation, applicable law or final court decision, it shall be deemed unwritten and replaced by one or more valid clauses that are consistent with the parties’ intentions.

20.2. However, this shall not render the Contract or the clause only partially affected null and void. The other clauses shall remain in force provided that the economic substance of the Contract is not altered.

Article 21 – Applicable law – jurisdiction

21.1. The Contract is governed by French law.

21.2. In the event of a disagreement regarding the interpretation and/or performance of the Contract, the parties shall endeavour to resolve it amicably.

21.3. ANY DISPUTE RELATING TO THE VALIDITY, INTERPRETATION OR PERFORMANCE OF THE CONTRACT THAT CANNOT BE RESOLVED BY MUTUAL AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE APEIRON’S REGISTERED OFFICE, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS.