General Terms and Conditions of Sale

ARTICLE 1. DEFINITIONS

The parties define the key terms used in the contract, in particular:

Subscription :: monthly amount payable to access the Search Ai application according to the chosen plan.
AI Audit :: analysis of the website (GEO) and its visibility in conversational LLM search engines.
IT Audit or Information Technology Audit :: means an analysis and evaluation of the website's IT system, infrastructure, policies and operations.
Client :: beneficiary of the licence and, where applicable, the services mentioned in the quotation.
Cookies :: text files containing information installed on a computer or device upon the first visit.
Data :: information, publications and data from the Client's database, accessible only by Users.
Generative Engine Optimization (GEO) :: AI optimisation of a website, related to SEO.
Credentials :: username (login) and password communicated after registration.
Artificial Intelligence (AI) :: techniques for solving complex computing problems that simulate certain aspects of human intelligence.
Large Language Model (LLM) :: machine-learning model capable of understanding and generating text.
AI Engine :: search engines such as ChatGPT, Gemini, Bing Copilot, Perplexity, and Mistral AI.
Service Provider :: company supplying the licence or services — the agency PIXALIONE.
Software :: software provided by the Service Provider to the Client, covering the associated Solutions.
Solutions :: operational functions listed in the quotation relating to the Search AI software licence.
User :: person under the Client's responsibility who benefits from access to the Application Services.

ARTICLE 2. PURPOSE

2.1. SEARCH AI SOFTWARE LICENCE

Pixalione has designed “Search Ai”, a software application accessible at https://www.searchai-app.com/. The purpose of this application is to optimise the visibility of a website and a brand in AI search engines.

The Search Ai software comprises an application solution installed on a dedicated server, accessible via a web browser to use the services offered.

The Service Provider holds all intellectual property rights relating to Search Ai and shall maintain them valid throughout the term of the contract.

This licence agreement defines the conditions under which the Service Provider undertakes, in exchange for fees, to provide a service granting access to the Search Ai solution via the Internet, with support, updates, assistance and remote IT maintenance.

2.2. AI SEARCH ENGINE VISIBILITY AUDIT AND OPTIMISATION MISSION

The optional audit and optimisation mission for the websites listed in the quotation is independent of the Search Ai software licence. This mission enables the Client to benefit from PIXALIONE Agency's SEO and GEO expertise.

Optional support missions carried out via Search Ai include:

AI Audit
GEO Strategy to be validated with the Client
Project support
Set-up / training
Ongoing management
Asset creation
Search AI licence / tools (12 months)

The Parties may, by mutual agreement, adapt the delivery schedule for the Services defined in the quotation.

2.3. DELIVERABLES

All Services include deliverables (documents, presentations, memos, etc.), in particular:

Complete AI visibility audit (competitors, brand, universe), PowerPoint presentation delivered in person
List of technical actions to bring the site into compliance, and a prioritised spreadsheet
List of top sources to use for link-building, spreadsheet
List of articles to publish and optimise, drafted articles, spreadsheet
Training document presented during the working session, PowerPoint presentation

ARTICLE 3. DURATION

The Search Ai software licence is granted on a monthly or annual basis, according to the option chosen online by the Client.

Where the licence is combined with an audit and optimisation support mission, the contract takes effect from its date of signature. The duration is stated in the quotation. In the event of overrun beyond the contractual date, the site-scan, keyword-scan, diagnostic and benchmark modules of the Search Ai software will be invoiced for each month beyond the anniversary of the signed contract. If the first month of overrun is incomplete, the amount will be prorated.

Contracts relating to support missions are renewable by tacit renewal, unless terminated by registered letter with acknowledgement of receipt at least 3 months before their expiry date. In the event of tacit renewal, the contract is automatically extended. At the Client's request, the services may be adapted to better meet its needs, but the pre-tax amount shall be at least equal to the renewed contract and the tool component may not be reduced. This extension takes effect on the day after the end date of the initial contract. Website redesign support missions are limited to twelve months; to continue beyond this period, they must be covered by a supplementary contract added to the initial contract.

ARTICLE 4. DESCRIPTION OF SERVICES

4.1. PROVISION OF SUBSCRIBED SERVICES

4.1.1. PROVISION OF SERVICES UNDER THE SOFTWARE LICENCE AGREEMENT

Under this Search Ai software licence agreement, the Service Provider undertakes to make the subscribed Services available to the Client for the duration chosen online. The subscribed Service includes non-exclusive online web access to the Services.

The Service Provider provides a warranty from the date of access to the Application Services against any programming defect. The Service Provider undertakes to resolve any malfunction within two working days. This warranty is void if a third party intervenes in the programmes. In such case, development work to repair anomalies will be invoiced at €80 excl. VAT per hour.

The Service Provider ensures the hosting of Data, and the maintenance and security of the Solutions.

4.1.2. PROVISION OF SERVICES UNDER THE AUDIT AND OPTIMISATION SUPPORT MISSION

This audit and optimisation support mission for the website(s) specified in the quotation is optional. When the Client selects this mission, its content is detailed and costed separately in the quotation.

The audit mission consists of analysing the website's technical operations and studying the application of GEO reference standards.

To carry out its mission, the Service Provider conducts an AI audit of the website based on its GEO expertise. The AI search engines used are those specified in the quotation.

The support mission consists of assisting the Client in implementing the recommendations aimed at achieving the expected results.

4.2. USER SUBSCRIPTIONS

Services are subscribed to either by licensing the Search Ai application as a User subscription paid online, or by signing a quotation including the tool licence and a support mission. The number of Search Ai software Users is unlimited.

4.3. TRAINING

Where only the Search Ai software licence is subscribed, no training is required.

Where a support mission is subscribed under a quotation, training is provided by the agency under the conditions and at the rate set out in the quotation.

4.4. USER GUIDE AND TUTORIALS

The Search Ai software User Guide and Tutorial are provided to the Client in electronic format. The Client may under no circumstances communicate all or part of this information to persons other than Users belonging to the staff of the company that has paid for the software licence.

4.5. STANDARD SUPPORT

The Service Provider provides standard support for the Services, accessible by telephone or electronic mail on working days between 9:00–12:00 and 14:00–18:00 (GMT+1 – Paris).

4.6. NETWORK

For use of the Search Ai software, the final choice of network rests with the Client.

As the Service Provider cannot be held responsible for network line interruptions, it draws the Client's attention to the importance of choosing the operator's product and, in particular, the backup option it can offer by setting up a parallel line in the event of a network interruption.

The Service Provider will work with the Client to implement the communications contingency plan defined by the Client.

4.7. ACCESS TO SOLUTIONS

Under this contract, only the Client or its employees shall exercise the right of access to the Service Provider's software. Access to the Search Ai software and other applications provided by Pixalione is prohibited to any person other than Users who are employees of the company that has subscribed or signed the contract.

Where an agency other than Pixalione or an IT service provider is involved in the Client's search engine activities, only the recommendations made by Search Ai or other applications provided by Pixalione may be communicated to them by the Client, to the exclusion of all other information.

Except during maintenance periods, the Client may connect at any time:

24 hours a day
7 days a week (including Sundays and public holidays)

Access to Solutions is from:

Client computers
any Client mobile computer

Client identification when accessing Application Services is made by means of:

a Username assigned to each User by the Service Provider
and a password communicated to the Client by the Service Provider

The Client shall use the Credentials communicated at each connection to the Application Services. The Credentials are intended to reserve access to the Solutions for the Client, to protect the integrity and availability of the Solutions, as well as the integrity, availability and confidentiality of the Client's Data as transmitted by Users.

4.8. CONFIDENTIALITY OF CREDENTIALS

The Credentials enabling use of the Search Ai software are personal and confidential. They may only be changed at the Client's request or at the Service Provider's initiative, subject to prior notice to the Client. The Client undertakes to take all necessary measures to keep the Credentials secret and not to disclose them.

The Client is entirely responsible for the use of Credentials and the safekeeping of access codes provided to it. It shall ensure that no person not authorised by the Service Provider has access to the Application Services and Solutions. In general, the Client assumes responsibility for the security of individual workstations used to access the Solutions. Should the Client become aware of any unauthorised access, it shall inform the Service Provider without delay and confirm this by registered letter. In the event of loss or theft of a credential, the Client shall contact the Service Provider directly so that a new password may be provided.

4.9. DATA PROCESSING AND SECURITY MEASURES

Regarding data processing and security measures taken, the Service Provider declares:

That Search Ai uses the Yandex analytic tool to understand how the Client uses the software, enabling service improvements.
That Search Ai uses OAuth2 as its password-based authentication system
That Search Ai uses SSL to connect to servers
That to customise its windows and facilitate correct page configuration redisplay, Search Ai uses “LocalStorage” and “SessionStorage”
That Search Ai does not track Client information on social networks
That the Yandex analytic tool classifies data into 3 categories: ym_visorc (30 minutes), ym_isad (20 hours) and ym_uid (2 years)
That data collected by Search Ai is encrypted in the database
That Search Ai collects user usage information via Google Analytics and Yandex Analytics
That Search Ai uses SSL to access the Service Provider's website database
That Search Ai uses pseudonymisation and encryption of Data

ARTICLE 5. THIRD-PARTY PRODUCTS AND SERVICES

Any purchase of Third-Party Products or Services by the Client, including Third-Party Applications and deployment, customisation and other consulting services, and any data exchange between the Client and a third-party provider, are concluded exclusively between the Client and the relevant third-party provider. The Service Provider does not warrant Third-Party Products or Services and provides no support for them.

Where the Client installs or activates Third-Party Applications for use with the Services, the Client acknowledges that the Service Provider may authorise the providers of such Third-Party Applications to access the Client's data if necessary for their operation. The Service Provider accepts no liability for the disclosure, modification or deletion of Client Data resulting from such access by Third-Party Application providers.

ARTICLE 6. MAINTENANCE

6.1. CORRECTIVE MAINTENANCE

A telephone support service for handling anomalies is available Monday to Friday inclusive, from 9:00 to 18:00, by calling 0183646090. Anomaly reports must be confirmed by the Client by email to the Service Provider without delay. The Service Provider diagnoses the anomaly and implements a correction as quickly as possible and within 48 working hours at the latest. The Service Provider is responsible for corrective maintenance of the Solutions.

6.2. EVOLUTIONARY MAINTENANCE

The Client undertakes to keep its antivirus system up to date. The Client benefits from maintenance for updates and functional developments of the Application Services. The Service Provider undertakes to provide the Client with the corresponding updated documentation.

Evolutionary maintenance work on the Search Ai software may render the service temporarily unavailable. Such work will be carried out by the Service Provider after 2 days' notice and only outside working days and hours. The Service Provider guarantees that upgrades and new versions of the software will not cause any regression in the Application Services in terms of performance and functionality.

ARTICLE 7. SERVICE PROVIDER'S OBLIGATIONS

7.1. OBLIGATIONS UNDER THE SEARCH AI LICENCE AGREEMENT

Under this Search Ai software licence agreement, the Service Provider undertakes to use all reasonable endeavours to ensure that the Services achieve an annual availability rate of “ninety-nine percent (99%), twenty-four hours a day (24/7), seven days a week (7/7)”, except:

Scheduled downtime periods for which the Service Provider undertakes to give at least twenty-four hours' (24h) notice, and which will be planned as far as possible after 18:00 or during weekend hours (Saturdays and Sundays). The Service Provider reserves the right to carry out a planned maintenance operation with service interruption once a year, for a maximum duration of twelve hours (12h).
Any unavailability due to circumstances beyond the Service Provider's control: fortuitous events, acts of public authority, flooding, fire, earthquake, civil unrest, terrorist acts, strikes or other industrial disputes (not involving the Service Provider's employees), or failures or delays by Internet access providers.

The Service Provider warrants that the Services' functionality will, in all material respects, conform to the User Guide, and that the Services' functionality will not be materially reduced during the subscription period.

The Service Provider undertakes to provide the Services only in accordance with applicable laws and regulations. Throughout the term of the Contract, the Service Provider undertakes to retain a one (1) year history of intervention data in the Service Provider's Services database.

The Service Provider undertakes to implement effective controls providing reasonable assurance that applications process Data without risk of omission, alteration, distortion or any other form of anomaly, and that processing complies with applicable legal regulations.

The Client will be answered Monday to Friday from 9:00 to 18:00 by telephone within a maximum of 2 hours, by calling 0805 69 68 60.

7.2. SERVICE PROVIDER'S OBLIGATIONS UNDER THE GENERAL DATA PROTECTION REGULATION (GDPR)

In the course of its mission, the Service Provider processes and analyses data extracted from the Client's website and its relationship with search engines. The Search Ai software crawls/scans the HTML pages of the Client's website to analyse SEO and GEO performance. The Search Ai software does not process the Client's customers' personal data. It only processes data relating to the navigation of the Client's customers on the Client's website.

The Service Provider may have access to personal data subject since 25 May 2018 to the obligations set out in the GDPR. The Service Provider accordingly undertakes:

To collect only the information necessary for its mission
To use data, logs, etc. only for the purposes of global studies and analyses
Not to implement means that would impede individuals' rights, including their right to access, rectify or delete data
To guarantee the Client full transparency regarding the collection and use of personal data processed
To maintain control over collected information, in particular by choosing qualified hosting providers. The Service Provider notes that its main hosting provider is OVH
To make no other use of such data than the analysis and transmission of study results to the Client

By contracting with the Service Provider, the Client acknowledges that it makes available its personal and commercial data (name, first name, company registration number, email address, telephone number, and statistical information on its e-commerce site activity). These data are retained for security purposes and to better personalise the offers made to the Client.

The Service Provider does not act as a data processor, but if a particular mission places it in that position, it undertakes to implement a DPA (Data Processing Agreement) that defines the type of data processed, security measures, operations carried out, access/retention/deletion arrangements, and covers audits, data breaches, transfers outside the EU, etc.

Under French law no. 78-17 of 6 January 1978 as amended in 2004 and its implementing decrees, and under GDPR (EU) 2016/679, the Client has the right to access, rectify, object to and delete information about it collected by the Service Provider. These rights may be exercised by writing to: SAS PIXALIONE, 6 rue Firmin Gillot, 75015 PARIS, or by email to contact@pixalione.com.

7.3. COOKIES

Search Ai uses cookies to improve the functioning of the site for the Client user. Cookies enable smooth navigation between pages, retain the Client's preferences, and generally improve the user experience. More information about cookies is available at: www.cnil.fr/vos-droits/vos-traces/les-cookies

Information collected by Search Ai via cookies does not allow the Client's activity on other visited sites to be tracked.

If the Client does not wish to contribute to improvements to the Search Ai website and its offerings, it may disable this analytics tool by clicking: https://tools.google.com/dlpage/gaoptout

7.4. OBLIGATIONS UNDER THE GEO VISIBILITY OPTIMISATION MISSION

Regarding the optional audit and optimisation mission for AI search engine visibility of the website(s) listed in the priced quotation, the Service Provider has a best-efforts obligation. The Service Provider therefore undertakes to make its SEO and GEO expertise available to the Client.

ARTICLE 8. CLIENT'S OBLIGATIONS

8.1. CLIENT'S OBLIGATIONS REGARDING SEARCH AI

Under this Search Ai software licence agreement, the Client may not transfer to a third party the services or rights conferred upon it.

The Client guarantees that Users will comply with this Agreement. The Client assumes full responsibility for the accuracy, quality, integrity and legality of its Data and the means by which it was acquired.

The Client undertakes to use the Services only in accordance with the terms of the contract and applicable laws and regulations. The Client undertakes to restrict access to the Services exclusively to Users, not to sell, resell or rent the Services, and not to use the Services to record or transmit unlawful or otherwise illegal content.

The minimum required Internet access speed is 1 Mb/s. The Client and its affiliates must follow the recommendations made by the Service Provider regarding media types to ensure optimal operation of the solution.

By using the Search Ai website, the Client authorises the installation of cookies on its device.

Other confidentiality obligations are defined separately in Articles 9 and 10.

8.2. CLIENT'S OBLIGATIONS REGARDING THE OPTIONAL AUDIT AND OPTIMISATION MISSION

The Client undertakes to provide the Service Provider with as much information as possible to enable the best possible understanding of its products, services and market, in order to facilitate the proper performance of the Services aimed at optimising the website's visibility on AI search engines. The Client undertakes to implement the Service Provider's recommendations within one month.

8.3. CLIENT'S OBLIGATIONS REGARDING PAYMENT

For the standalone licence of online access to the Search Ai software, the price depends on the chosen plan and is listed on the website https://www.searchai-app.com/. Payment must be made by credit card.

Where the Client opts for the “Search Ai licence + support mission” plan, the price will depend on the scope of the mission and will be stated in the quotation signed by the Client.

ARTICLE 9. OWNERSHIP

The Search Ai Software was designed by the Service Provider, which retains all intellectual property, industrial property and any other rights in and to said Software. The Software may not be modified, copied, changed, reproduced, adapted or translated by the Client.

The Service Provider declares and warrants:

that the Solutions it has developed are original within the meaning of the French Intellectual Property Code
that it holds all intellectual property rights enabling it to enter into the Contract
that the Solutions are not likely to infringe the rights of third parties

The structure, functionality, code, working methods, information devices, development tools, know-how, methodologies, processes, technologies and algorithms of the Search Ai Software are the property of the Service Provider and are protected by French and international intellectual and industrial property laws. They may not be subsequently modified, copied, changed, reproduced, adapted or translated by the Client.

The Client exclusively holds all rights, titles and interests in all of its Data.

The Service Provider has a worldwide, perpetual, irrevocable, transferable, sublicensable licence to use or incorporate into the Services any suggestions, improvement requests, recommendations or other feedback from the Client, including Users, regarding the operation of the Services.

ARTICLE 10. CONFIDENTIALITY

10.1. CONFIDENTIAL INFORMATION

“Confidential Information” means all confidential information disclosed orally or in writing by one Party (the “Disclosing Party”) to the other party (the “Receiving Party”), designated as such or whose nature and circumstances of disclosure reasonably indicate that it is to be treated as confidential. The Client's Data constitutes its Confidential Information; the Services constitute the Service Provider's Confidential Information.

10.2. PROTECTION OF CONFIDENTIAL INFORMATION

Except with the Disclosing Party's written authorisation, the Receiving Party undertakes to take precautions equivalent to those it takes to preserve the confidentiality of its own similar confidential information (and in any case reasonably sufficient precautions) so that the Disclosing Party's Confidential Information is neither disclosed nor used for purposes other than those provided for under this Contract.

10.3. PROTECTION OF CLIENT DATA

Without prejudice to the foregoing, the Service Provider undertakes to apply appropriate administrative, physical and technical measures to preserve the security, confidentiality and integrity of the Client's data.

10.4. COMPELLED DISCLOSURE

The Receiving Party may disclose the Disclosing Party's Confidential Information if required to do so by law, provided it gives the Disclosing Party prior notice (to the extent permitted by law) and provides reasonable assistance if the Disclosing Party wishes to contest the disclosure.

10.5. COMMERCIAL COMMUNICATION

The Parties mutually authorise each other to refer to the other Party's name and a brief description of the project covered by the Services in their commercial communications to third parties, with reproduction of their respective logos for this purpose.

10.6. DURATION

The Parties' confidentiality obligations shall remain in force throughout the term of the Contract and for as long thereafter as the information concerned remains confidential to the Disclosing Party, and in any event for a period of 2 years after the end of the Contract.

10.7. PROHIBITION OF THIRD-PARTY ACCESS

Access for mere presentation or use, even temporary and partial, of the Search Ai software and other applications provided by Pixalione is prohibited to any person other than the User designated by the Client.

ARTICLE 11. GENERAL PROVISIONS

11.1. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. This Contract does not create a partnership, franchise, joint venture, agency, employment or fiduciary relationship between the Parties.

11.2. NO THIRD-PARTY BENEFICIARIES

No third party is a beneficiary of this Contract.

11.3. WAIVER AND CUMULATIVE REMEDIES

Failure by either party to exercise a right under this Contract or delay in exercising it shall not constitute a waiver of that right. Except as expressly stated herein, the remedies provided hereunder are cumulative and not exclusive of any other remedies available at law or in equity.

11.4. ASSIGNMENT

Neither party may assign its rights or obligations under this Search Ai software licence agreement, whether by operation of law or otherwise, without the prior written consent of the other party (which shall not be unreasonably withheld).

11.5. COMPLIANCE WITH EMPLOYMENT LEGISLATION

Undeclared and concealed work

The Parties certify that work will be carried out with employees engaged in compliance with the applicable provisions of the French Labour Code.

Compliance with international conventions

The Parties undertake to comply with national and international conventions and the corresponding principles of the United Nations (UN), the OECD and the ILO.

11.6. ANTI-CORRUPTION

Each Party shall refrain from acting or permitting any act in violation of applicable anti-corruption laws in France, from using any sums paid for illegal purposes, or from offering or accepting any undue advantage.

11.7. CORPORATE SOCIAL RESPONSIBILITY

The Service Provider's voluntary commitment to sustainable development and corporate social responsibility has earned it EcoVadis certification.

ARTICLE 12. LIABILITY – FORCE MAJEURE

12.1. LIABILITY

The Service Provider is bound by a duty of confidentiality with respect to all information and operations it carries out on the Client's behalf. The Service Provider has a best-efforts obligation and undertakes to do everything possible to ensure the permanence, continuity and quality of the services it provides.

If the Service Provider is found liable, it will correct the error or breach as quickly as possible, and the Client will be entitled to compensation for proven loss. Such compensation shall not exceed the amount paid by the Client for the annual software licence or the performance of the website optimisation service, except in the case of gross negligence by the Service Provider.

12.2. FORCE MAJEURE

The parties shall not be liable for failure to comply with the obligations set out in these General Terms and Conditions if such failure is due to causes beyond the control of the defaulting party, including but not limited to: fire, flooding, strikes, civil or social unrest, fuel or electricity shortages, unavailability or abnormal operation of communications networks, accidents, war (declared or otherwise), trade embargoes, blockades, riots or insurrections.

ARTICLE 13. INSURANCE

Each Party declares that it holds civil liability insurance with a reputable solvent insurer, covering each Party against the financial consequences of its civil liability in the event that it is held liable for bodily, material and consequential damage caused during the performance of the Services. Each Party undertakes to maintain this coverage throughout the duration of the performance of the Services.

ARTICLE 14. TERMINATION

14.1. BREACHES

In the event of a breach by either Party of its contractual obligations, the Contract may be terminated by the other Party as of right 30 days after the sending of a formal notice by registered letter with acknowledgement of receipt that has remained without effect. The formal notice shall specify the breach(es) identified.

14.2. TERMINATION FOR CAUSE

Either Party shall be entitled to terminate this Contract if, after written notification to the other party of a material breach, such breach is not remedied within thirty (30) days, or if the other party becomes subject to insolvency proceedings or any other collective proceeding relating to suspension of payments, administration, liquidation or assignment for the benefit of creditors.

14.3. REFUND OR PAYMENT ON TERMINATION

In the event of justified termination by the Client, the Service Provider will refund all prepaid fees covering the remaining subscription term after the last day of the current month of termination. In the event of justified termination by the Service Provider, the Client shall pay all unpaid fees covering the remaining term through to the last day of the current month at the date of termination.

14.4. RETURN OF DATA

At the Client's request, made within thirty (30) days following the effective date of termination of a subscribed Services subscription, the Service Provider will make available for download a file of the main data in CSV (Comma Separated Value) format.

14.5. SURVIVAL

Articles 4, 7, 8, 9 and 10, 12, 14.3, 14.4, 15, 16 and 17 shall survive termination or expiry of this Contract.

ARTICLE 15. NON-SOLICITATION OF PERSONNEL AND SUBCONTRACTORS

Each Party agrees not to hire or employ, directly or through an intermediary, any employee or subcontractor of the other party, without the prior express agreement of that party. This restriction applies throughout the term of the Contract and for 24 months following its cessation.

In the event that one of the Parties fails to comply with this obligation, it undertakes to compensate the other Party immediately upon request by paying a lump sum equal to three times the gross annual remuneration of the employee or subcontractor at the time of their departure or end of mission.

ARTICLE 16. FINANCIAL CONDITIONS

The pre-tax amount of the services provided under this Search Ai software licence agreement is indicated on the website and depends on the chosen plan. If the Client is not satisfied with the software, it has 45 days from the start of the licence to request a refund of amounts paid.

This price may be revised or modified by the Service Provider for each renewal period, provided the Client is notified within the month following the renewal date. During the month following notification of the new price, the Client may terminate this contract with one month's notice; failing which, the new price will apply from the renewal date.

Service fees include a number of competitor site pages scanned, which may not exceed more than twice the number of pages on the Client's site. If the Client requests more competitor pages to be scanned than this threshold, excess scanned pages will be subject to additional charges.

Late payment will give rise, eight (8) days after an unsuccessful formal notice, to the application of late-payment penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, in accordance with Article L441-10 of the French Commercial Code.

ARTICLE 17. MISCELLANEOUS

17.1. SEVERABILITY

The nullity or unenforceability of any provision of the Contract shall not affect the validity or enforceability of the remaining provisions, which shall retain full effect. The Parties shall negotiate in good faith a new clause corresponding to their common intention and having a similar economic effect.

17.2. WAIVER

Any tolerance in the application of contractual provisions shall not be construed as a modification or removal of those provisions, regardless of the duration or frequency of such tolerance.

17.3. GOVERNING LAW

This Contract is governed by French law, to the exclusion of any other legislation.

17.4. DISPUTES

In order to find a joint solution to any dispute arising in the performance of the Contract, the Parties agree to meet within 15 days of receipt of a registered letter notified by either Party.

If, after a further 15-day period, the parties have not reached an agreement on a solution or compromise, the dispute shall be submitted to the courts of Paris.