1. SIMPLICITE SOFTWARE, a software vending company, has designed and developed, and now exploits, a series of software development applications known under the name of Simplicité (“Simplicité”). SIMPLICITE SOFTWARE has decided to provide the Licensee with a usage right to this software series under the conditions indicated below, and, if relevant, pursuant to the Special Terms agreed between SIMPLICITE SOFTWARE and the Licensee (together, the “Parties”).

The Licensee recognises that Simplicité is protected by copyright, commercial secrecy and by other intellectual property rights. SIMPLICITE SOFTWARE retains full ownership of Simplicité and of all of its derivative elements (including all patents, copyrights, business secrets and any resulting or related intellectual property rights), and the purpose of the present Contract is neither to assign nor to grant any of these rights pertaining to Simplicité, with the exception of the limited usage right anticipated herein.

Provided that the Licensee complies with its obligations and with the Financial Terms indicated in the Special Terms, SIMPLICITE SOFTWARE grants to the Licensee, for the Duration indicated in the Special Terms, a personal, non-exclusive, non-transferable and non-assignable usage right that authorises (i) the installation of a single copy of Simplicité, in the form of compiled programs, on the Licensee’s Information System, on the Installation Location (as indicated in the Special Terms), (ii) the usage of Simplicité by the number of the Licensee’s authorised users as indicated in the Special Terms, with the exclusion of any other person, for professional usage within the Licensee’s premises, (iii) the usage of all of the documents that describe the specifications and the operating and usage instructions for Simplicité, as provided to the Licensee by SIMPLICITE SOFTWARE (hereinafter the “Documentation”), and (iv) the production and safekeeping of a single backup copy of Simplicité. The usage right granted to Licensee is specified in the Special terms as either a Design license, a Usage license, or a Usage and Design license. The Design license authorises Licensee to design applications with Simplicité. The Usage License authorises Licensee to use Simplicité, but not to design or modify applications. The Design and Usage license authorises Licensee to design and use applications

SIMPLICITE SOFTWARE will deliver Simplicité to the Licensee (or to its integrator) on a physical medium or by electronic means. The Delivery includes the handing over of one copy of the Simplicité compiled program and one copy of the Documentation. The delivery will be materialized in the form of a delivery slip signed by both Parties. Unless indicated otherwise in the Special Terms, the Licensee (or its integrator) will install Simplicité on its Information system, in compliance with the installation procedures indicated in the Documentation or in any other document.

. The Licensee undertakes not to (i) distribute, rent, exploit in service bureau mode, sub-license, assign (either directly or as the consequence of another legal operation) or transmit all or part of Simplicité, the Documentation or the present licence; (ii) attempt to decompile, disassemble or undertake any reverse engineering involving Simplicité, even when such actions are indispensable in order to obtain the information needed for the program’s interoperability with other programs; any such information is available to the Licensee from SIMPLICITE SOFTWARE, when requested; or in any other manner attempt to access the Simplicité source code, or to undertake any action that would violate the intellectual property rights of SIMPLICITE SOFTWARE; (iii) copy Simplicité or the Documentation, except for the purposes of a single backup copy as anticipated above; (iv) develop, or have developed by a third party, any software program derived from or based on Simplicité or the Documentation; (v) provide, disclose, divulge, make available or allow the usage of Simplicité or the Documentation by a third party, without the prior written approval of SIMPLICITE SOFTWARE; (vi) modify Simplicité or the Documentation without the prior written approval of SIMPLICITE SOFTWARE, (vii) dispute the rights of SIMPLICITE SOFTWARE to Simplicité or claim any ownership right to all or part of Simplicité. SIMPLICITE SOFTWARE reserves the right to correct any errors, as provided for by article L.122-6-1 of the CPI (French Intellectual Property Code).

The fee is determined in the Special Terms. Any additional service provided by SIMPLICITE SOFTWARE as part of the present contract will be the subject of a specific payment, according to the standard financial terms of SIMPLICITE SOFTWARE. Invoices are payable within 30 days of each invoice’s issue date. In case of non-payment on a due date, all sums will bear interest as of the said due date and until complete payment, at an interest rate equal to 1.5 times the legal interest rate for the current year.

The Licensee undertakes to comply with the licences of the open source programs listed in the special terms (article VII) that are redistributed with the Simplicité software. It cannot be held liable in the event of any malfunction caused by any one of these open source components. These components provide the Simplicité engine with optional functionalities, which the Licensee can choose not to use (isolation of the “open source” components).

1. Unless indicated otherwise in the Special Terms or in another Contract signed between the Parties, SIMPLICITE SOFTWARE guarantees the conformity of Simplicité with the Documentation, as well as the absence of any material default in the Simplicité recording medium, on the basis of normal usage, for a period of sixty (60) days following the first of the two following dates: (i) the delivery date of Simplicité by SIMPLICITE SOFTWARE to the Licensee or (ii) the date of the first usage of Simplicité. The SIMPLICITE SOFTWARE guarantee stipulated in the present paragraph (as well as any possibly applicable legal guarantee) will be set aside if (i) the Licensee modifies Simplicité, (ii) the Licensee uses Simplicité for a purpose for which it was not designed, (iii) the non-conformity of Simplicité with the characteristics indicated in the Documentation is due to abnormal usage or to the negligence of a person other than SIMPLICITE SOFTWARE. If the Licensee declares a material defect in the Simplicité recording medium, SIMPLICITE SOFTWARE will replace the recording medium at no cost, provided that the Licensee returns the defective copy to SIMPLICITE SOFTWARE during the aforesaid guarantee period. The present paragraph’s stipulations constitute the only means of reparation for the Licensee and the sole liability of SIMPLICITE SOFTWARE in case of activation of the present guarantee.

Insofar as allowed by law, and unless stipulated otherwise by the Parties, SIMPLICITE SOFTWARE REJECTS ANY OTHER GUARANTEE RELATIVE TO SIMPLICITE, INCLUDING BUT NOT LIMITED TO THE LEGAL GUARANTEES SUCH AS THE GUARANTEE AGAINST HIDDEN DEFECTS, THE GUARANTEE THAT THE LICENSED PROGRAMS WILL BE COMPLIANT WITH A PARTICULAR USAGE, AND THE GUARANTEE THAT SIMPLICITE WILL BE FREE OF ERRORS.

SIMPLICITE SOFTWARE shall have no liability should the Licensee fail to comply with any of its obligations indicated herein, as well as in case of damage caused by the Licensee to third parties through the usage of Simplicité. SIMPLICITE SOFTWARE can under no circumstances be held liable for indirect, unforeseeable and uncertain damage that the Licensee could suffer according to the terms herein, and notably including (i) any loss of data, (ii) loss of clientele, (iii) loss of sales figure, (iv) loss of gains, (v) computerized fraud by a third party, (v) image damage. Except in case of intentional or wrongful misconduct, or bodily injury, the liability of SIMPLICITE SOFTWARE is expressly limited, with all damages taken together, to the total amount actually paid by the Licensee to SIMPLICITE SOFTWARE pursuant to the Special and General License Terms.

The present licence is granted for the duration anticipated in the Special Terms unless terminated by either of the Parties with thirty (30) days of advance notice prior to the expiry of the initial period or of each monthly period.

1. Should the Licensee fail to comply with any of the present licence’s stipulations, and not remedy this situation within fifteen (15) days of receiving a formal written notice from SIMPLICITE SOFTWARE, SIMPLICITE SOFTWARE can automatically terminate the present licence, with immediate effect, without prejudice to the compensation that SIMPLICITE SOFTWARE could seek as damages caused by the said compliance failure. The termination of this licence will immediately discontinue the rights to Simplicité granted to the Licensee, and the latter will consequently and immediately end all usage of Simplicité and of the Documentation, while undertaking to forthwith return all of these elements in its possession to SIMPLICITE SOFTWARE. Unless indicated otherwise, the present licence’s termination will not release the Licensee from its obligations to pay SIMPLICITE SOFTWARE for debts initiated or that fell due before, during or after the present Contract’s termination date. The Licensee will also not be entitled to any partial or total repayment of the sums paid pursuant to these presents.

The Simplicité software can include technical measures to protect against copying such as to prevent any unauthorised reproduction; insofar as permitted by law, the Licensee undertakes not to circumvent or attempt to circumvent any measure protecting against unauthorised copying. The activation or operation of the Simplicité Software beyond a certain period may require the registration of an activation key, provided beforehand to the Licensee. The Licensee recognises that the activation key is the exclusive property of SIMPLICITE SOFTWARE, that it constitutes strictly confidential information and that, as a result, it cannot be communicated to third parties. The Licensee undertakes to implement all means at its disposal and to behave with due care in order to ensure the protection of the activation key’s confidentiality. As part of the control measure of the usage of activation keys, the Simplicité software may, while an Internet connection is open, perform a validity test of the key used for the Simplicité software program on the Licensee’s hardware. During this test, only statistic information is provided to SIMPLICITE SOFTWARE, no information of a personal nature and/or not directly related to the Simplicité software activation key is used or transmitted to SIMPLICITE SOFTWARE or to third parties.

The Simplicité software can be used to send and receive data via communication networks (notably http). The usage of communication means and the transfer of data via networks are operations for which it is not possible to guarantee the confidentiality or integrity of the data. Data transfer using the Simplicité software is therefore carried out under the Licensee’s sole and entire liability, and at ITS RISKS AND PERILS. Consequently, the Licensee cannot hold SIMPLICITE SOFTWARE liable for any damages that it may suffer, without limitation, as a result of the impossibility of transferring data, data interception by third parties or data loss during the transfer.

Each of the Parties undertakes to ensure the confidentiality of the Confidential Information provided by the other Party, and to take all measures, notably involving its employees, service providers and possible subcontractors, to ensure the strict compliance with this confidentiality commitment. However, this confidentiality commitment will not apply to Confidential Information (i) disclosed with the prior written approval of the Party from which it emanated; or (ii) the disclosure of which is required by law or by a public authority or would be required by a Party in order to exercise its rights before a legal authority. The present article’s provisions apply during the performance of the present Contract and remain in effect for two (2) years as of the present Contract’s expiry, for any reason whatsoever. For the application of the present Licence, the term “Confidential Information” designates all economic and/or technical information of any nature and on any medium, transmitted by one Party to the other Party as part of the present Contract’s performance. It is expressly agreed that the qualification as Confidential Information pursuant to these presents will not apply to any information (i) already in the public domain at the time of its disclosure or that enters the public domain without a Party violating its obligations, (ii) which a Party can prove was already in its possession prior to the signing of the present Contract; (iii) legally obtained from a third party; (iv) that results from in-house developments carried out by the Party in question, without usage of the other Party’s Confidential Information.

SIMPLICITE SOFTWARE cannot be held liable for the non-performance of its contractual obligations in the event of a case of force majeure that renders such performance impossible. In addition to the cases normally accepted by the case law of the French courts, the following are expressly agreed to be considered as cases of force majeure: foreign wars and civil wars, attacks carried out within the framework of concerted actions (riots, grassroots movements, acts of terrorism or sabotage,…), strikes and lockouts, epidemics, blockage of the means of transport or procurement, cataclysmic events (earthquakes, hurricanes, waterspouts, cyclones, floods, explosions, storms,…), fires, accidents involving earthworks or works on the public roadway, long-term failure of the electricity transport grid, government or legal restrictions, total or partial blockage of the means of telecommunications and communications, including networks.

Notwithstanding any clause to the contrary, the Licensee authorises SIMPLICITE SOFTWARE to use the Licensee’s commercial name, brands and logos in a list of references, both for internal and external communication purposes.

Should any of the present Contract’s stipulations prove to be illegal or unenforceable in whole or in part, the competent judge will replace it with a valid and enforceable stipulation that is as close as possible to the spirit of the initial stipulation; all of the other stipulations will remain unchanged.

The present Contract is governed by French law. Any dispute arising within the framework of the present Contract will be brought before the competent courts of Créteil.