The purpose of these Terms of Service is to define the conditions of provision and use of the Services provided by Blueshape SAS. They form, with the applicable Service Specific Conditions and all the documents to which they refer, a contract (hereinafter the "Contract") concluded between Blueshape SAS, a company governed by French law, with a capital of 1000 euros, the head office is located at 19 avenue d'Italie, 75013 Paris, and registered with the Paris Registre du commerce et des sociétés at number 904 824 760 (hereinafter referred to as (" Blueshape SAS "), and any natural or legal person, consumer or professional, under private or public law, creating a Customer Account on one of the Websites operated by Blueshape SAS (hereinafter referred to as the "Customer"); the Customer and Blueshape SAS being individually or jointly referred to as the “Party(ies)”. Terms beginning with a capital letter have the meaning defined in these Terms of Service.

Summary

• ARTICLE 1: ORDERING SERVICES
• ARTICLE 2: SERVICES
• ARTICLE 3: TERMS AND CONDITIONS OF USE OF THE SERVICES
• ARTICLE 4: BLUESHAPE SAS SUPPORT
• ARTICLE 5 : RESPONSIBILITY
• ARTICLE 6 : FINANCIAL CONDITIONS
• ARTICLE 7 : DURATION, RENEWAL AND TERMINATION OF SERVICES
• ARTICLE 8 : CONFIDENTIALITY
• ARTICLE 9 : GENERAL PROVISIONS
• ARTICLE 10 : JURISDICTION AND APPLICABLE LAW
• ARTICLE 11 : DEFINITIONS

ARTICLE 1: ORDERING SERVICES

1.1. Customer Account.

To be able to order the Services of Blueshape SAS, the Customer must have a valid Customer Account. The Customer creates his Customer Account online on one of the sites operated by Blueshape SAS. The Customer provides all required information (including email, identity, contact details, banking information, etc.) and undertakes to that all the information thus provided is accurate and updated throughout the duration of the Contract. When the Customer Account is created and used by a person acting in the name and on behalf of the Client, it declares and guarantees to Blueshape SAS that it has the power and capacity necessary to represent and engage the Customer under the conditions provided for in the Contract.

1.2. Customer Account verification and activation.

Before the activation of the Customer Account as well as at any time in course of the Contract, Blueshape SAS reserves the right to check the accuracy of the information provided by or on behalf of the Client, and to ask the Client for supporting documents. Blueshape SAS reserves the right to not to activate or deactivate the Customer Account in the event of incomplete, erroneous or fraudulent information.

1.3. Orders.

From the activation of his Customer Account by Blueshape SAS, the Customer can order Services. Depending on the Services, Orders can be placed from one of the Websites operated by Blueshape SAS and/or directly from the Client's Management Interface. The Customer is solely responsible for the management of his Customer Account and the means of authentication (such as identifiers, passwords, etc.) associated with it. Any Order made from the Account of the Customer is deemed to have been made by the Customer and constitutes acceptance without reservation, by the latter, of the Conditions of Service. The conditions and deadlines for making the Services available vary depending on the Service ordered. Certain Services are made available only after receipt by Blueshape SAS of payment from the Customer. It is up to the Customer to ensure that the conditions for providing the Services ordered are in accordance with his needs.

1.4 Closure of the Client Account.

Requests to close a Client Account may be made by the Client from the contact form available on the blueshape.io Website. The Client Account can only be closed if all associated services have been terminated and paid for. In the event of non-use of a Customer Account during a period greater than 12 months, in particular in the event that no Service is used during this period, Blueshape SAS may close the Customer Account concerned. In this case, the Customer is notified by email of inactivity of his Customer Account, and is invited to reconnect to it within thirty (30) days if he wishes to do so. Otherwise , the Customer Account is closed. After the closure of a Client Account, it can no longer be reactivated and the data set associated with it are deleted, except for the informations that Blueshape SAS archives in accordance with its policy on the use of personal data, in order to comply with their legal obligations and assert their rights.

ARTICLE 2: SERVICES

2.1. Applicable Terms of Service.

The provision and use of the Services are governed by the these Terms of Service, the Service Specific Conditions applicable to the Services concerned, and any other conditions on which the said Terms of Service and Service Specific Conditions refer, as well as all the information brought to the attention of the Customer during the Order (the "Service Conditions"). The Service Specific Conditions supplement these Terms of Service. All the Conditions of Service in force are referenced and can be consulted from the Website on which the Customer subscribes, or available on request from the Blueshape SAS. The Terms of Service may vary depending on the country in which the Services are located.

2.2. Services Information.

Blueshape SAS provides the Customer on the Website operated by Blueshape SAS with online resources enabling the Customer to become acquainted with and understand the characteristics of the Proposed services. These resources may include, but are not limited to (a) information regarding different features, configurations, options and ranges available, and (b) documentation, guides techniques or examples of use of the Services allowing a better understanding and use of the Services. The Customer may obtain additional information concerning the Services by contacting Blueshape SAS under the conditions set out in the “ BLUESHAPE SAS SUPPORT” article below. When Blueshape SAS offers Services that comply with recognized standards or regulations applicable to certain activities, Blueshape SAS communicates its scope of responsibility as well as the conditions under which Blueshape SAS complies with said standards or regulations.

2.3. Commitments and obligations of Blueshape SAS.

Blueshape SAS undertakes to provide all the care and diligence necessary for the provision of quality Services, in accordance with the characteristics, methods and levels of Services provided for in the Contract. Blueshape SAS is committed to ensure the availability and security of the Services according to the methods and levels of performance provided for in the Conditions of Service applicable. Blueshape SAS is subject to an obligation of means.

2.4. Subcontracting.

Blueshape SAS is authorized to subcontract all or part of the Services entrusted to it within the framework of the this Agreement, to its Affiliates. Blueshape SAS may freely have recourse, within the framework of the execution of this Contract, to Third-Party Suppliers, without having to inform the Customer or seek his prior agreement.

ARTICLE 3: TERMS AND CONDITIONS OF USE OF THE SERVICES

3.1. Compliance with the Terms of Service.

The Customer agrees to order and use the Services in accordance to the current Terms of Service. The Services must be used intelligently. The Customer undertakes in particular to read and comply with these Terms of Service, the Service Specific Conditions, as well as all information communicated to the Customer at the time of the Order. When using the Services on behalf of third parties, or authorizes third parties to use the Services, the Customer undertakes, before any use of the Service(s) by the said third parties, to communicate to them and validate the conditions in force and guarantees Blueshape SAS of compliance with said terms.

3.2. Choice of Services.

Before ordering and using the Services, the Customer agrees to read of all the Conditions of Service in force (in particular the Service Specific Conditions) and to study all the documentation, configurations, options and ranges of services available in order to select Services and characteristics adapted to its needs and those of third parties by or for the account of which the Services are used. The Customer ensures in particular that the Services are adapted to the legal and regulatory requirements applicable to the activities carried out within the framework of the use of the Services. To obtain information concerning the Services, the Customer may contact Blueshape SAS within conditions set out in the “Blueshape SAS Support” article below. The conditions and characteristics of the Services evolve regularly. It is up to the Customer to pay attention to these developments, particularly in the context of each new Order.

3.3. Login.

To use the Services, the Customer must have, at his expense and under his responsibility, a remote connection (such as the Internet or private network). The Customer is informed that the Internet network has technical hazards and security risks external to the technical means implemented by Blueshape SAS as part of the Services. Blueshape SAS is not responsible for the failures of Internet access providers or other operators of third-party data transport networks (in particular lack of reliability of the lines of connection, bandwidth fluctuation, interruptions, etc.), including the consequences of such failures, in particular when they lead to the unavailability and/or discontinuity of the Services.

3.4. Authentication Means.

The Client is responsible for the management and confidentiality of his means authentication, necessary to connect and use the Services. The Client ensures in particular that the Users are aware of and respect the rules of the art allowing the confidentiality of their means of authentication. The Customer alone bears the consequences that may result from the loss, disclosure, or the fraudulent or illicit use of the means of authentication provided to Users, the responsibility of Blueshape SAS cannot be engaged in this respect in any case. The Customer undertakes to inform Blueshape SAS without delay, of any possible loss or disclosure of the means of authentication, and to proceed immediately to the renewal of said means of authentication.

3.5. Contents.

Subject to the elements made available by Blueshape SAS, Blueshape SAS does not intervene in the management of Content and refrains from accessing said Content for any purpose other than for the purposes of the execution services. Blueshape SAS does not carry out any control, validation or update operations of said Content. Similarly, Blueshape SAS does not perform any specific backup of the Content stored as part of services. It is therefore up to the Customer to take all necessary measures to safeguard its Content in order to guard against the risk of loss or deterioration, whatever the cause. The Content must be legal and be used in accordance with the rules of the art and the laws and regulations in vigor. Any use of illegal Content (for example dissemination, publication, storage or transmission of Content of a child pornography nature, Content advocating or inciting the commission of crimes against humanity, acts of terrorism, pedophilia, anti-Semitism, racism or otherwise, or Content that incites hatred against people because of their gender, religion, orientation or gender identity or their disability) or illicit or abusive use of Content (for example use fraudulent use of content or use of content in violation of rights belonging to third parties such as personality rights, copyrights, patents or trademarks or other intellectual property rights) in the framework of the Services is prohibited and may give rise, at the discretion of Blueshape SAS, to the immediate suspension of all or part of the Services provided in execution of the Contract, the deactivation of the Customer's Account and/or the termination of the Contract at the fault of the Customer, without prejudice to lawsuits and claims for compensation which Blueshape SAS reserves the right to make.

3.6. Compliance with laws, regulations and ethical rules.

The Services must be used in a reasonable manner, and in compliance with the legal and regulatory provisions in force. are in particular prohibited, without this list being exhaustive, (a) abusive or fraudulent use of the Services and resources made available to the Customer, in particular uses likely to jeopardize the stability and security of Blueshape SAS or which could lead to a deterioration in the performance of Services Provided to Other Blueshape SAS Customers, and (b) Uses of Illegal Content or prohibited as provided for in paragraph 3.5 “Content” above.

3.7. Suspension of Services.

Blueshape SAS reserves the right to suspend all or part of the Services, in the hypothesis (a) of a proven risk for the stability and/or security of Blueshape SAS, Services and/or Customer data, (b) planned maintenance, (c) a request from a competent administrative or judicial authority, (d) a notification from a third party within the meaning of section 6 of the Act for Confidence in the Digital Economy (article 6 de la Loi pour la Confiance dans l'Économie Numérique (« LCEN »)) or (e) non-compliance with all or part of the conditions of use of the Services provided for in the Contract. Such suspension may take place immediately and without notice. in case of emergency or necessity, and in particular in the cases described in points (a), (c) and (d) above, as well as in the event of illicit or fraudulent use of the Services, or use made in violation of the rights of a third parties, and more generally, of any use on the basis of which the responsibility of Blueshape SAS would be put in question. As far as possible, and subject to cases of judicial and administrative requisitions and non-compliance with these conditions of use of the Services, Blueshape SAS takes care to limit the impact of the suspension on the normal operation of the Services. The aforementioned suspensions in no way discharge the Customer of its obligation to pay all amounts due to Blueshape SAS under the Contract, without prejudice the possibility, for the Customer, to engage the responsibility of Blueshape SAS under the conditions provided for in the article " Liability” below in the event that such suspensions result from a failure by Blueshape SAS to perform its obligations. The Customer is notified of scheduled maintenance by e-mail. In the event that they result from a breach by the Customer of his obligations, the suspensions referred to above intervene without prejudice to the right of Blueshape SAS to terminate the Contract under the conditions provided for in Article “Termination for breach” below and to seek compensation for the damage suffered. Subject to cases of termination or non-renewal of the Services, the suspensions of Services do not the deletion of the Customer's data. Unless they result exclusively from a failure byBlueshape SAS to perform its obligations, the aforementioned suspensions cannot be considered as unavailability of Services as part of the implementation of the Service commitments provided for in the Contract.

3.8. Evolution of the Services.

Blueshape SAS may at any time and as of right modify the Services, in particular add, modify or delete ranges, options or functionalities and improve their performance. The Services are described online on the Websites operated by Blueshape SAS. It is the Customer's responsibility to be vigilant regarding the changes to Services, which are immediately applicable in the context of all new Orders. Concerning its Services in use, the Customer is informed by e-mail of any substantial development likely to degrade the said Services, at least seven (7) days schedules before implementing the change. However, emergency modifications (such as security risk or legal or regulatory compliance) may lead to changes immediate services. Subject to the "Specific Conditions for Consumers" article, in the event an evolution would be degrading a Service in use (removal of functionality, decrease in performance, etc.), the Customer may terminate said Service via its Management Interface, within thirty (30) days of the implementation of evolution.

3.9. Intellectual property.

All elements (software, infrastructure, documentation, etc.) made available to the Customer by Blueshape SAS within the framework of the Services and the execution of the Contract remain the exclusive property of Blueshape SAS or third parties having granted it the right to use them. Blueshape SAS grants to the Customer the right to use the said elements made available to him, on a non-exclusive basis, only within the framework of use of the Services and within the limits of the applicable contractual provisions and for the duration of this Agreement. Subject to the aforementioned elements, made available to the Customer by Blueshape SAS as part of the Services, the Customer remains solely responsible for acquiring all the authorizations and rights to use the elements and Content (such as data, files, images, texts) that he uses and that he operates as part of the Services. The Client and the Users remain the owners of their Content, Blueshape SAS refrains from using it for purposes other than those provided for in the Contract. Subject to the provisions laws of public order in force, the Customer is not authorized to decompile the software, codes and algorithms used as part of the Services, in particular for reverse engineering purposes.

3.10. Export Control.

Subject to the restrictions on use (a) provided for under the provisions of the Contract or (b) specific to the Customer's activities, Blueshape SAS ensures that the Services can be marketed and used within the European Union. If the Customer uses the Services or authorizes third parties to use the Services from a geographical area located outside the European Union, it is responsible for verifying that this use is not subject to any restriction under the applicable laws or regulations. Blueshape SAS reserves the right to refuse orders placed (a) from countries subject to trade restrictions or other sanctions, or (b) by nationals of such countries or persons subject to sanctions. In this context, Blueshape SAS may carry out checks on the Client, in particular in terms of solvency and/or presence on the Sanctions Lists such as, for example, the list unique freezes of the Directorate General of the Treasury. Following these checks, Blueshape SAS reserves the right to terminate, automatically and automatically, the Contract immediately, without having to justify the reasons.

3.11. Third Party Products.

Subject to specific commitments that may be made under the Terms applicable Service Specifications, (a) Blueshape SAS is not responsible for the Third Party Products made available in within the framework of the Services, which may in particular contain technical errors, security breaches, incompatibilities or instabilities and does not give any guarantee on the Third Party Products made available within the framework Services (including all information and elements associated therewith such as software, systems, applications, etc.) and (b) the Customer is only authorized to use the Third Party Products made available to it by Blueshape SAS within the framework of the Services, excluding in particular any possibility of decompiling, of accessing the sources, to reinstall on other infrastructures the Third Party Software Products or systems made available to it. The customer uses the Third-Party Products under its full responsibility, in compliance with the provisions of the Contract, and ensures in particular that they are adapted to its needs and to the purposes for which they are used.

3.12. Continuity and Reversibility of Services.

Unless otherwise provided in the applicable Service Specific Conditions, the termination of the Services for a period of 12 consecutive months, whatever the cause (in particular termination of the Contract, non-renewal, termination of Services by the Customer, non-compliance with the provisions of the Contract, etc.), entails the automatic and irreversible deletion of all the Content (including information, data, files, images, text, and other elements) reproduced, stored, hosted, collected, transmitted, disseminated, published, and more generally used and/or used by the Customer as part of the Services, including their possible backups. Before date expiration of the Services, as well as before carrying out operations to delete or update the Services, it is the Customer's responsibility to carry out, under his sole responsibility, any operation (such as backup, transfer to a third-party solution, etc.) necessary for the preservation of its Content. At the Customer's request, and subject to the provisions of the "Confidentiality" article below, Blueshape SAS communicates any technical information relating to the Services in such a way as to facilitate the operations of reversibility and recovery of its Content. These assistance services may give rise to invoicing additional to the time spent. However, Blueshape SAS does not carry out any operation of restitution and migration of the Client's Content, which remain the sole responsibility of the latter. This excludes the data that Blueshape SAS must keep in accordance with the regulations in force, and the data necessary for the defense of its rights, Blueshape SAS undertakes, following the termination of the Services, and unless otherwise agreed between the Parties or specific provision of the applicable Service Specific Conditions, not to keep any copy of the data of the Customer.

ARTICLE 4 : BLUESHAPE SAS SUPPORT

4.1. Blueshape SAS Support Team.

Blueshape SAS Support team is in charge of managing Incidents encountered in the framework of the Services. The Blueshape SAS Support is provided in French and in English, and is available during French business hours only. In order to ensure the continuity of Incident management, Blueshape SAS reserves the possibility of subcontracting part of the Support under the conditions provided for in the "Subcontracting" article of the present.

4.2. Use of Blueshape SAS Support.

The Customer can contact Blueshape SAS by email, or by using a specific form available on the blueshape.io website. The Customer agrees not to misuse Blueshape SAS Support. Before using Blueshape SAS Support, the Customer must in particular use the resources and information available on the Blueshape SAS Website (user guide, FAQ, product documentation, etc.) and in its Management Interface. The Customer agrees not to (i) contact Blueshape SAS Support for services or products that he would not have contracted directly from Blueshape SAS, or (ii) connect the teams of the Blueshape SAS Support with its own customers or any other third party to the Contract. Blueshape SAS reserves the right to refuse to deal with requests that do not comply with these conditions. The Customer undertakes to adopt a appropriate, cordial and respectful conduct in its relations with Blueshape SAS Support. Blueshape SAS reserves the right to no longer respond to the Customer's requests and to immediately terminate the Contract in the event of offensive, outrageous or degrading behaviour. In addition, such behavior may be subject to proceedings towards and against the Customer, Blueshape SAS may, in this context, resort to any means of proof that it would deem useful and appropriate (excerpts from communications with the Customer, screenshots, emails, recordings telecommunications…).

4.3. Incident management.

In the event of a malfunction of the Services, the Customer declares this to Blueshape SAS under the conditions described above, by communicating as much informations as possible to enable proper diagnosis. In the event of an Incident declaration, Blueshape SAS carries out the necessary investigations in order to identify the cause of the malfunction encountered and make a diagnosis. The Customer undertakes to remain permanently available in order to be able to collaborate with Blueshape SAS in the diagnosis and resolution of the Incident, in particular by providing it with any information complementary, and carrying out all the necessary tests and verifications. As part of the management of Incidents, Blueshape SAS is expressly authorized by the Customer to connect to the Services of the Customer, and to carry out any operation necessary for the elaboration of the diagnosis. This connection may require the Customer to intervene on its Service. Blueshape SAS undertakes to keep the Customer informed of the progress of the operations. If Blueshape SAS finds that its Services are available and in good working order, that the existence of the Incident cannot be confirmed or that the Incident is not the responsibility of Blueshape SAS, Blueshape SAS informs the Customer. In this case, the time spent by Blueshape SAS to carry out the diagnosis and assist the Customer may be invoiced as additional services. Blueshape SAS reserves the right to refuse any intervention if it notices during its researches that the Customer is using the Service in violation of the Agreement or applicable laws or regulations. If he appears that the Incident is its responsibility, Blueshape SAS finalizes the diagnosis and works to restore the availability of the affected Services. In this case, the intervention of Blueshape SAS does not give rise to any invoicing additoinal. The diagnosis is established by Blueshape SAS by any means, and in particular on the basis of exchanges between the Parties and data from the information system of Blueshape SAS (such as connection data), which, by express agreement, are admissible. Subject to the Service Specific Conditions applicable, Blueshape SAS makes no warranty of intervention and resolution time for Incidents within the framework of the Support.

ARTICLE 5 : RESPONSIBILITY

5.1. Ability.

Each of the Parties declares and warrants that it has the authority and capacity necessary to conclude of the Contract and the performance of its obligations. The Customer and Blueshape SAS declare and guarantee in particular have all the authorizations, skills and knowledge (in particular technical), their allowing respectively to use and provide the Services in accordance with the conditions provided for in the Contract.

5.2. Responsibility of Blueshape SAS.

In the absence of an applicable service level commitment, the total cumulative amount of compensation that may be charged to Blueshape SAS (affiliated companies, subcontractor sand suppliers included) in the event of breach or default on its part is capped, all breaches combined: (a) the amount of sums paid by the Customer to Blueshape SAS in return for the Services affected during the two (2) months preceding the Customer's claim for compensation or (b) the direct damage suffered by the Customer if lower. Under penalty of foreclosure, the time limit for action against Blueshape SAS may not exceed one year from the date of knowledge of the damage.

5.3. Disclaimer.

The responsibility of Blueshape SAS can in no case be engaged on the following grounds: (a) Use of the Services not in accordance with the conditions provided for in the contract; (b) Non-performance, failure, malfunction or unavailability of the Services resulting from a Third Party (excluding subcontractors of Blueshape SAS), the Customer; a Third Party Product, or a breach by the Customer of its obligations; (c) Consequential damages such as, in particular, injury or trouble business, loss of orders, loss of business, damage to brand image, loss of profits or customers (for example, inappropriate disclosure of confidential information concerning them following a defect or hacking of the system, action of a Third Party against the Customer, etc.); (d) Loss, disclosure or illicit or fraudulent use of user authentication means by the Customer or Third Parties; (e) Suspension of access or temporary or permanent suspension of services operated under the conditions provided for in Article 3 of these Terms of Service (in particular resulting from a request from a competent administrative or judicial authority, or notification of a third parties within the meaning of article 6 of the LCEN or equivalent); (f) Loss, alteration or destruction of all or part of the content (information, data, images, files or other elements) hosted on the infrastructure, insofar as Blueshape SAS is not in charge of continuity management the Customer's activities and in particular backup operations; (g) Inadequacy of the services to the customer's needs (in particular with regard to the sensitivity of the data concerned); (h) Security incidents related to the use of the Internet, in particular in the event of loss, alteration, destruction, disclosure or unauthorized access to Customer data or information on or from the Internet network.

5.4. Customer Responsibility.

The Customer assumes all the risks and perils associated with its activities and is in particular solely responsible for the use of the Services made available to it by Blueshape SAS and for compliance with the provisions of the Contract, including when the Services made available to it are used by or on behalf of third parties. The Customer remains responsible in particular for (a) the suitability of the Services ordered for his needs and the needs of third parties by or on behalf of whom they are used, (b) Content such as information, data, files, images, texts and other elements reproduced, hosted, installed, collected, transmitted, disseminated or published, and more generally used and/or exploited within the framework of the Services, as well as (c) the management and use of said Content (in particular their control, validation, update, deletion, backup, as well as any measure likely to protect against loss and alteration of Content), including when they belong to third parties or when they are used or exploited by or for the account of third parties, and (d) compliance with applicable laws and regulations. The Customer undertakes to take out, with a reputably solvent organization, civil liability insurance covering all damages that may be attributed to it, and undertakes to maintain this insurance (or any other equivalent insurance) throughout the contract length.

5.5. Guarantee.

Each of the Parties guarantees to carry out its activities in accordance with the regulations in force. The Customer guarantees Blueshape SAS against all consequences resulting from (a) the use or exploitation of illicit Content within the framework of the Services, (b) fraudulent use of the Services or non-compliance with the laws and regulations in force, ( c) use of the Services in violation of the rights of third parties, (d) the unsuitability of the Services selected for its needs or the needs of third parties, and (e) the loss or unauthorized use or fraudulent means of User authentication. The Customer undertakes to intervene in the context of all requests, claims and/or actions by third parties involving the Content and/or the provisions of the Contract, including the administrative and judicial authorities, and to indemnify Blueshape SAS for all resulting damages (including conviction, reasonable defense costs, etc.).

5.6. Third parties.

Under this Contract, Blueshape SAS makes no commitment towards third parties, and in particular towards Users, no stipulation being interpreted as creating third-party beneficiaries of this Contract. The Customer is solely responsible for the relationship he maintains with third parties, in particular with the Users of the Services, and guarantees Blueshape SAS against all requests, complaints and/or actions by third parties, involving the Services of Blueshape SAS. The Customer undertakes to notify Blueshape SAS in writing as soon as possible of all requests, complaints and/or actions by third parties involving the Services of Blueshape SAS, specifying the subject of the request as well as any useful information. so that Blueshape SAS can communicate to the Customer the useful elements in its possession.

5.7. Force Majeure.

None of the Parties can be held liable on the basis of a failure resulting, directly or indirectly, from unforeseeable events having the characteristics of force majeure as defined by article 1218 of the French Code Civil (article 1218 du Code Civil) The Parties declare that force majeure includes in particular strikes, including strikes by the personnel of a subcontractor of one of the Parties, acts of vandalism, war or threat of war, sabotage, terrorist acts, fires, epidemics, earthquakes, floods and explosions, as well as power cuts beyond the control of the affected Party. However, in order to be able to avail itself of this provision, the Party which is prevented from performing its obligations must inform the other Party as soon as possible and in writing, specifying the circumstances and the foreseeable duration of this situation, and keep it regularly informed of developments. If, despite the efforts of the defaulting Party, its failure lasts more than thirty (30) consecutive days, the other Party may, as of right, terminate all or part of the affected Services.

ARTICLE 6: FINANCIAL CONDITIONS

6.1. Price of Services.

The prices of the Services invoiced to the Customer are those in force at the time of invoicing, as published on the Website on which the Customer subscribes. The prices are also communicated on simple request sent to Blueshape SAS Support. Unless otherwise stipulated, prices are in euros. Depending on the type of Services, Blueshape SAS offers different types of prices (monthly fixed price, annual fixed price, etc.) which may be associated, as the case may be, with a commitment period and/or a specific invoicing method. When for the same Service, several types of rates are available, the Customer selects the one of his choice at the time of the Order. When mentioned excluding taxes, VAT and any other tax applicable to the Services (excluding taxes and levies on the income of Blueshape SAS) are added to the price of the Services and are payable by the latter without this cannot be considered as a price change within the meaning of article 6.2 below. Unless specifically provided for pricing, the price of the Services includes the rights to use the tools made available to the Customer by Blueshape SAS as part of the Services. It is the Client's responsibility to acquire and pay for any license or right of use necessary for the exploitation of the Content that it uses within the framework of the Services. The prices of the Services are defined on the Websites operated by Blueshape SAS providing them, and/or in the applicable Service Specific Conditions. It is up to the Customer to read it before placing an order. Each Order is invoiced and due in full, including if it is not fully used. Some Services give rise to additional installation or commissioning costs.

6.2. Price change.

Blueshape SAS reserves the right to modify its prices at any time. Price changes are immediately applicable to any new Order. For Services in use, in the event of a price increase, the Customer is informed with a notice period of thirty (30) calendar days by e-mail. In this case and subject to the article "Specific Conditions for Consumers", the Customer will have, from this information, a period of thirty (30) calendar days to terminate the affected Services without penalty, by registered mail with acknowledgment of receipt or via its Management Interface. Failing this, the Customer will be deemed to have accepted the new rates. The aforementioned right of termination is not applicable in the event of a price increase resulting from unforeseeable circumstances within the meaning of article 1195 of the Civil Code. In this case, the provisions of said article apply.

6.3. Billing.

The Services are invoiced on the basis of the Customer's Orders recorded by Blueshape SAS in its information system, which is authentic and is fully enforceable against the Customer. The periodicity (monthly, annual, or other) and the moment (at the Order or in arrears) of invoicing varies from one Service to another. The conditions for invoicing the prices of the Services are defined on the Websites operated by Blueshape SAS providing them, and/or in the applicable Service Specific Conditions. It is up to the Customer to read it before placing an order. After each payment, Blueshape SAS sends the Customer an invoice. The Customer expressly accepts that the invoice be sent to him electronically. The invoice is sent to the Customer by e-mail and/or made available to the Customer in the Management Interface. It is the Customer's responsibility to keep a copy in accordance with the regulations in force. The invoices made available to the Client in the Management Interface remain there as long as the client account is active, for a period of twelve (12) months following their date of availability.

6.4. Payment.

Invoices are payable upon receipt, it being specified that depending on the Services, invoices are issued either upon Order, or in arrears and subject to the application of Article 6.5. “Bank Direct Debit” of this document. It is up to the Customer to select in his Management Interface the desired means of payment from among the available means of payment. The means of payment available may vary from one Service to another and are published on the Website operated by Blueshape SAS providing them. Blueshape SAS reserves the right to update the list of payment methods available to the Customer at any time. It is up to the Customer to read it before placing each order. In the event of payment by direct debit, the provisions of Article 6.5 “Bank Direct debit” of this document apply. Regarding Services payable in arrears, Blueshape SAS reserves the right to invoice said Services to the Customer before the end of the current calendar month, as soon as the Services consumed by the Customer during the month in question reach a significant total amount. The Customer is solely responsible for paying for the Services under the aforementioned conditions. He undertakes to register a valid means of payment in his Customer Account, and to have the funds necessary to pay for the Services throughout the duration of the Contract. In the event of refusal of payment (in particular, on the grounds of insufficient bank resources, exceeding the payment limit of the credit card used and/or in the event of a rejected or returned direct debit), Blueshape SAS reserves the right to increase the costs of the initial payment order. Prices are due in full. Consequently, (1) the Customer cannot claim any refund in the event of non-use, partial use, suspension or cessation of the use of the Services before the end of the Period of Use (2) in the case of a method of payment divided into several instalments (monthly payment, annuity or other) the Customer remains liable for the payment of the sums due for the entire commitment period subscribed during the Order. This is without prejudice to the possibility for the Customer to hold Blueshape SAS liable under the conditions provided for in the "Responsibility" article above, if this situation results from a breach by Blueshape SAS in the execution of its obligations.

6.5. Bank direct debit.

The Customer has the option of paying by direct debit from the bank account registered on the Management Interface subject to the prior acceptance of Blueshape SAS. The conditions provided for in the direct debit mandate signed by the Customer when registering his bank account apply hereto. By selecting the bank account as the means of payment, the Customer authorizes Blueshape SAS to debit his bank account for the amount of the Order during one or more direct debit orders made within 3 days from the date of issue. the invoice's. The Client guarantees to be the legitimate holder of the bank account registered on the Management Interface. The Customer undertakes to immediately notify Blueshape SAS of any change in bank details. The Client undertakes to renew the direct debit mandate as necessary, being reminded that the validity of a direct debit mandate lapses in the absence of a direct debit order for a period of more than 36 months.

6.6. Default and late payment.

In the event of default or late payment, including partial payment, the Customer is liable for late payment penalties due the day following the payment deadline, and whose interest rate is equal to three times the French legal interest rate. In addition, any default or late payment (even partial) of the sums due by the Customer in performance of the Contract, persisting for more than (4) four calendar days after notification of default or late payment sent to the Customer by email, automatically entails right and without the need for notification or additional formal notice (a) the immediate payment of all sums remaining due by the Customer under the Contract, regardless of the method of payment provided, and (b) the possibility for Blueshape SAS immediately and without notice to suspend all or part of the Customer's Services (including those that have been paid for), to refuse any new Order or renewal of Services, and to terminate, automatically, by email, the Contract in whole or in part . In the event of default or late payment, Customers are liable for a fixed indemnity for recovery costs of forty (40) euros, without prejudice to the possibility for Blueshape SAS to request, upon justification, additional compensation when the costs of recovery incurred are greater than the amount of the said lump sum indemnity.

6.7. CONTESTATION.

Any disagreement concerning the invoicing and the nature of the Services must be notified to Blueshape SAS Customer Service, via the contact form available on the blueshape.io Website, within one (1) month after issuance of the the bill. Failing this, and without prejudice to the possibility for the Customer to subsequently contest the invoicing, the Customer is required to pay the unpaid invoices under the conditions provided for in the Contract. In the event of an invoicing default, Blueshape SAS is authorized to regularize said invoices within the limits of the rules of limitation in force.

ARTICLE 7: DURATION, RENEWAL AND TERMINATION OF SERVICES

7.1. Duration of Services.

The Contract is concluded for an indefinite period and remains in force as long as the Customer uses Blueshape SAS Services. The period during which the Customer undertakes to use the Services ordered is that applicable to the pricing option selected by the Customer at the time of the Order (the “Use Period”). In the event of flat-rate or subscription payment (monthly, annual or other), the Customer undertakes to use the Services for the entire corresponding period. Failing this, and in particular in the event of suspension or early termination of the use of the Services, the Customer remains obliged to pay the package in full and cannot claim any reimbursement in this respect. In the event of pay-per-use, the Services are made available for an indefinite period, the Customer being able to terminate them at any time according to the Conditions of Service in force.

7.2. Renewal of Services.

The conditions for renewing the Services vary from one type of Service to another in accordance with the provisions of the Service Specific Conditions applicable to said Services. The renewals are automatic (“Auto-renew”) or by prior payment by the Customer. In the event of the Auto-renew option, it is up to the Customer to select the renewal method of his choice and in particular the applicable initial term, it being specified that Auto-renew is activated by default for certain Services. Requests for renewal by payment are automatically rejected in the event of non-payment or irregular payment (in particular incorrect amount, incomplete payment, or payment not including the required references, or made by a means or procedure not accepted by Blueshape SAS). Blueshape SAS reserves the right to terminate a renewal, in particular in the event of the disappearance of the Service, with a reasonable notice period.

7.3. Termination for Breach.

Without prejudice to the other cases of termination provided for in the Contract, in the event of breach by one of the Parties of all or part of the obligations imposed on it and in particular in the event of non-compliance with the financial conditions and/or Article 3 "TERMS AND CONDITIONS OF USE OF THE SERVICES " of the Terms of Service, the Services may be terminated by registered mail with acknowledgment of receipt after notification of the breaches in question has been sent by registered mail with acknowledgment of receipt to the defaulting Party and remained without effect for more than seven (7) calendar days. Notwithstanding the foregoing, in the event of malicious, illicit or fraudulent use of the Services, or use made in violation of the rights of a third party, Blueshape SAS may, as of right, terminate the Services concerned or the Contract in its entirety, by email and without prior notice. This paragraph does not call into question the right of Blueshape SAS to suspend or interrupt the Services under the conditions provided for in the Contract, in particular in the event of non-compliance with the provisions of the Contract. Terminations for breach are without prejudice to any damages that may be claimed from the defaulting Party.

ARTICLE 8: CONFIDENTIALITY

8.1. Commitments.

Each of the Parties undertakes, with respect to the confidential information of the other Party of which it is the recipient or to which it has access within the framework of the execution of this Agreement: (a) to use the said confidential information only for the purposes of performing the Contract, (b) to maintain the confidentiality of said information with the same degree of care as if it were its own confidential information, and (c) to provide access to said confidential information only to those of its employees and Affiliated Companies who need to know it in view of their function, provided that these recipients are informed beforehand of the confidential nature of the said information, and that they are bound by a confidentiality undertaking at least equivalent to this undertaking . Each of the Parties is also authorized to communicate the confidential information of the other Party to its advisers when the latter are part of a regulated profession subject to professional secrecy (such as lawyers, chartered accountants or auditors). Each of the Parties is prohibited from disclosing the confidential information of the other Party to persons other than those mentioned above without the prior written consent of the other Party, and guarantees that the confidentiality of said information will be respected by all the people to whom it discloses them. Are considered as confidential information, the conditions of the Contract and all the information communicated between the Parties, or to which the Parties have access within the framework of the execution of the Contract, and this whatever its form and nature (in particular financial and marketing information, trade secrets, know-how, information relating to security and the conditions of use of the Services). For information to be considered confidential, it is not necessary that its confidential nature be mentioned on the document or other medium containing said information, or that it be specified at the time the information is disclosed. Each of the Parties undertakes to respect its obligation of confidentiality throughout the duration of the Contract as well as for a period of two (2) years from its end, whatever the cause.

8.2. Exceptions.

The confidentiality commitments defined above do not apply to information of which the receiving Party can demonstrate that (a) the receiving Party was legitimately aware of it without being obliged to keep it confidential, before the other Party communicated it to him or does not give him access to it, (b) they are in the public domain other than as a result of a breach by the Receiving Party (or the persons for whom it is responsible) of the obligation of confidentiality covered by this Agreement, ( c) they have been communicated to the Recipient Party by a third party in a legitimate manner and with authorization to disclose them, (d) they result from developments carried out by the Recipient Party and/or by its collaborators, and this, independently of the execution of the Contract, or (e) the disclosure of said information has been authorized by the other Party under the conditions provided for in the Contract. Notwithstanding the foregoing, each of the Parties reserves the right to disclose information received from the other Party (a) to the extent strictly necessary for the defense of its rights, it being specified that in this case, the confidential information of the other Party are kept for the legal time necessary for the administration of evidence, and may only be disclosed to persons who need to know in the context of the action or the procedure in question (judges, counsel , etc.), which are subject to professional secrecy or, failing that, bound by a confidentiality agreement, and (b) at the request of a competent administrative or judicial authority, it being specified that in such a case, disclosure will be strictly limited to the request of the said authority, and that, subject to any legal provision or injunction to the contrary, the recipient Party informs the other Party of the said request.

ARTICLE 9: GENERAL PROVISIONS

9.1. Divisibility.

The nullity of one of the clauses of the Contract signed with Blueshape SAS in application of a law, a regulation or following a decision of a competent court which has become final will not result in the nullity of the other clauses of the Contract which will retain their full effect and scope. In this case, the Parties shall, as far as possible, replace the canceled provision with a valid provision corresponding to the spirit and object of the Contractual Conditions.

9.2. Titles.

The titles of the articles of the contractual conditions are for the sole purpose of facilitating references and do not have, by themselves, a contractual value or a particular meaning.

9.3. Tolerance.

The fact that Blueshape SAS does not avail itself at any given time of any of these Terms of Service and/or tolerates a breach by the other Party of any of the obligations referred to in these Terms of Service cannot be interpreted as a waiver by Blueshape SAS to subsequently avail itself of any of the said Terms.

9.4. Contract documents.

The Agreement consists of the Terms of Service which constitute the entire Agreement entered into between the Customer and Blueshape SAS, excluding in particular the Service Specific Conditions and the Customer's General Conditions and all other documents, agreements or previous discussions. Blueshape SAS may at any time and as of right modify the Conditions of Service. These modifications are immediately applicable to all new Orders. Concerning its Services in use, the Customer is notified by e-mail or via its Management Interface of any modification of the Conditions of Service in force. Changes to the Terms of Service shall not become effective until thirty (30) calendar days after the aforementioned notification is sent. However, modifications of Third Party Product Conditions and legal or regulatory compliance may occur immediately insofar as Blueshape SAS does not control them. Subject to the article "Specific Conditions for Consumers", when new Conditions of Service are unfavorable to the Customer, the latter may terminate the affected Services by registered letter with acknowledgment of receipt or from its Management Interface, within a maximum period thirty (30) calendar days from the entry into force of the new Terms of Service.

9.5. Independence.

The Parties agree that nothing in the Contract may be interpreted as constituting a mandate, a joint venture, a de facto company, a joint venture or any other form of grouping. , joint venture or association. Each Party remains entirely independent, in control of the management of its affairs, and responsible for all of its actions, and alone assumes all of the risks related to its activity.

9.6. Assignment of Contract.

Neither Party is authorized to assign this Agreement, even partially, without the prior written consent of the other Party. However, by way of derogation from the foregoing, each of the Parties may freely assign all or part of this Agreement to its Affiliates. In this case, it notifies the other Party as soon as possible in writing, and vouches for compliance with the Contract by the transferee Affiliated Company(ies). The following transactions do not fall within the scope of this article, and are authorized: (a) changes in shareholding, changes in participation and changes in control of either Party, and ( b) operations such as mergers, takeovers, transfers of goodwill, transfers of business and other operations resulting in a transfer of the assets of one or other of the Parties. If one of the Parties carries out one of the operations mentioned in points (a) and (b) above, it shall inform the other Party. If the transaction is carried out for the benefit of a direct competitor of the other Party or of a company in litigation with the other Party, the latter is authorized to terminate the Contract as of right and without compensation.

9.7. Communication.

For any exchange of information by e-mail, the date and time of the Blueshape SAS server will prevail between the Parties. This information will be kept by Blueshape SAS for the entire period of the contractual relationship and for the following three (3) years. Subject to the other means of communication and recipients provided for in the Contract, all notifications, formal notices and other communications provided for in the Contract are deemed to have been validly delivered if they are addressed:

- To Blueshape SAS: By registered letter with acknowledgment of receipt to the following address: Blueshape SAS, 19 avenue d'Italie, 75013 PARIS

- To the Customer: By registered letter with acknowledgment of receipt to the postal address associated with his Customer Account or by email.

9.8 Advertising and promotion.

Unless otherwise decided by the Customer communicated by registered letter with acknowledgment of receipt to the following address: Blueshape SAS, 19 avenue d'Italie, 75013 PARIS, FRANCE, Blueshape SAS is authorized to rely on the commercial relationship maintained between the Customer and Blueshape SAS in the context of the usual conduct of its commercial activities with its customers and prospects. Any other mention by Blueshape SAS of the Customer, as well as any other use of its distinctive signs (logos, brands, etc.) in particular in the context of advertisements, public events, conferences and specialized publications on the professional markets, or on its brochures, commercial documents or one of the websites operated by Blueshape SAS, is subject to the Customer's prior agreement.

9.9 Proof Agreement.

It is expressly agreed that data from the information system of Blueshape SAS or its subcontractors, such as connection logs, consumption statements, order and payment summaries, Incident management report or others, are fully enforceable against the Client and admissible, including in the context of litigation.

9.10 Computation of Delays.

By way of derogation from the provisions of articles 640 and following of the French Code of Civil Procedure (Code de procédure civile), and subject to different stipulations of this Contract, the deadlines are calculated in calendar days, and begin to run from the day after their triggering event.

9.11 Survival.

The contractual end or early termination of the Contract will not affect the validity of the rights and obligations provided for in the articles "Confidentiality", "Responsibility", "Intellectual Property", "Communication", "Jurisdiction and applicable law" of the Contract which, by their nature or because of specific stipulations, extend beyond the term or this termination, both for the Parties and for their beneficiaries and this until their respective expiry dates.

ARTICLE 10 : JURISDICTION AND APPLICABLE LAW

10.1. Jurisdiction.

In the event of a dispute with a customer not considered a consumer within the meaning of the French Consumer Code (Code de la consommation), express jurisdiction is assigned to the Commercial Court of Paris (Tribunal de Commerce de Paris, France), notwithstanding multiple defendants or warranty claims, including for measures of emergency, conservatories in summary or on request.

10.2. Applicable law.

This document is a non-legal Translation of the Contract provided to the consumer for information purposes only, does not have any legal value and does not represent a contract in itself. The contracts that have a legal value are written in french, and are provided on the website of the Service. They are regulated by French law. By subscribing to any services provided by Blueshape SAS, the Consumer declares that he has read, understands, and accepts the terms and conditions written in french on the actual Contract. This is the case for the rules of substance as well as for the rules of form, excluding, on the one hand, the rules of conflict provided for by French law, and on the other hand, the provisions of French law which would be contrary to this Agreement.

ARTICLE 11 : DEFINITIONS

Customer :

Any person or legal entity that is subscribing to a Service operated by Blueshape SAS

Order :

Customer subscription to Services.

Customer Account:

Reference account/ID allowing the Customer to subscribe to the Services of Blueshape SAS

Conditions of Service:

All the terms and conditions of service applicable to an Order, in particular these Terms of Service and the Service Specific Conditions, in their latest versions in force and published on one of the Blueshape SAS websites or available on simple request to Blueshape SAS Support.

Service Specific Conditions :

Document describing one or more Service(s) provided by Blueshape SAS, stipulating the specific conditions of execution and use to the said Service(s), and published on one of the Blueshape SAS Websites or available on request from Blueshape SAS Support.

Third Party Product Conditions:

Specific contractual conditions for the use of Third Party Product made available by Blueshape SAS as part of the Services.

Content :

Information, texts, data, files, images, videos, links, websites and other elements reproduced, hosted, collected, stored, transmitted, disseminated, published, and more generally used and/or exploited by the Client within the framework of the Services.

Elements of Blueshape SAS :

All elements (including software, data, Infrastructure, documentation, etc.) made available to the Customer by Blueshape SAS within the framework of the Services and in execution of the Contract.

Incidents:

Events causing an interruption or malfunction of the Services made available to the Customer by Blueshape SAS.

Infrastructure :

All of the physical and virtual elements belonging to Blueshape SAS or under its responsibility, made available by Blueshape SAS as part of the Services, and which may consist in particular of a network, bandwidth, physical resources and software and/or applications.

Management Interface :

"Admin" space accessible by the Customer after identification by entering his customer ID and corresponding password.

Sanctions Lists:

List of persons, companies and entities sanctioned under Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing as as amended by Directive No. 2018/843 of May 30, 2018 or pursuant to other legislative acts in the field of the fight against money laundering and the financing of terrorism.

Third-Party Products :

Any product (such as operating system, application, firewall or hardware component) developed by a third party and belonging to said third party and made available to the Customer by Blueshape SAS, or which the Customer has directly or indirectly obtained from said third party.

Service :

All services, such as the use of products, Elements of Blueshape SAS (infrastructure, network, etc.) and access to support, provided by Blueshape SAS to the Customer in execution of the Contract.

Blueshape SAS website/ blueshape.io :

Blueshape SAS website whose URL is “:www.blueshape.io” or any other derivative website belonging to or operated by Blueshape SAS or one of its Affiliated Companies.

Website operated by Blueshape SAS:

Any website operated by Blueshape SAS.

Related Companies :

Any company that Blueshape SAS controls, which controls Blueshape SAS or with Blueshape SAS under common control of a third entity. The concept of control is understood within the meaning of Article L233-3 of the French Commercial Code (code de commerce français), control may be direct or indirect. Companies domiciled in the United States of America are explicitly excluded from the scope of these presents.

Blueshape SAS Support :

Blueshape SAS Service in charge of Customer assistance and Incident management.

Third Party Suppliers :

Third Parties to the Contract, including, but not limited to, energy suppliers, network suppliers, network connection point or colocation data center managers, hardware, software or other suppliers, carriers, technical service providers , guarding.

User(s) :

Client or any other person(s) accessing or using the Services (including access to or use of any products configured within the Services by Blueshape SAS, the Client, its own customers or any third parties) under the responsibility of the Customer.