General Terms of Use

PREAMBLE

Aliston is a limited liability company with a capital of €7,500, registered in the Trade and Companies Register of "Versailles" under the number 511 850 471, whose registered office is located at 7 rue Christophe Plantin, 78540 Vernouillet, France.

Cirrus Shield is the Software developed by the company Aliston.

These general terms of use for the Cirrus Shield software in SaaS (Software as a Service) mode (hereinafter the "ToU") are applicable to Clients upon their effective date and replace all previous versions.

The Client, having taken note of the potential, purpose, functionalities, standard nature, and operating mode of the SaaS service identified in the quote, and after having had the opportunity (and the necessary time) to request a detailed presentation of the Cirrus Shield Software from Aliston, has decided to utilize it. The Client acknowledges having received all the information and advice necessary to evaluate Aliston's proposal and to ensure the Software aligns with their needs.

It is the Client's responsibility to ensure:

• The suitability of the Software to its own needs, in particular based on the indications provided in the documentation presented to them;
• That they have the necessary competence to access the Services and use the Software;
• That they have sufficient bandwidth and network access to connect to the Software according to Cirrus Shield's prerequisites.

It is the Client's responsibility to verify the results obtained using the Software, in accordance with the customs of their profession.

These General Terms of Use ("ToU") aim to define the rights and obligations of the Parties regarding access to the Services and/or use of the Software. Any access to the Services and/or use of the Software implies knowledge of the ToU and results in their irrevocable and unconditional acceptance.

DEFINITIONS

"Administrator": refers to the person appointed by the Client from among its Users, in charge of managing rights and access to the Software and possessing the rights allowing them to access administrative functions.

"Anomaly": refers to, according to the subscribed maintenance services, a Software malfunction, reproducible by Aliston, preventing its use in accordance with the Documentation.

"Client": refers to a natural or legal person who has concluded a Contract with Aliston to access the Services and use the Software.

"Contract": refers to the ToU, their GDPR addendum, the quote and any appendices, and the purchase order.

"Intended Purpose": refers to the objective for which the Software was designed.

"Documentation": refers to the description of the functionalities and the user guide of the Software. It is provided in electronic format in English. Any other documentation is excluded from the scope of the Contract, particularly commercial and training documentation.

"Malfunction": refers to any difficulty accessing the Operating Platform identified by Cirrus Shield.

"Software": refers to the set of functionalities of one or more standard programs and their documentation, designed to be provided to multiple users for the same purpose.
Within the framework of the ToU, the Software corresponds to:

• The version of Cirrus Shield distributed by Aliston at the time the quote is signed, excluding customizations or other specific developments;
• Its subsequent updates, if any.

"Operating Platform": refers to the hardware, software packages, operating system, database, and environment provided by Cirrus Shield on which the Software will be used.

"Services": refers to the services provided by Aliston under the Contract.

"User": refers to a natural person who has access to the Software.

PURPOSE

The purpose of the ToU is to outline the conditions for accessing the Services on the one hand, and, on the other hand, the corrective maintenance of the Software during the subscription period, as well as the email assistance reserved for the Administrator trained by Aliston's teams.

EFFECTIVE DATE – TERM – RENEWAL

The Contract is concluded for a duration of one (1) year from the date of the invoice sent to the Client, unless otherwise specified in the Contract. The Contract is tacitly renewed for successive periods of twelve (12) months on each anniversary date, unless terminated by one of the Parties by email to the following address: contact@cirrus-shield.com, an email which Aliston must acknowledge receipt of by email or registered letter with acknowledgment of receipt at least three (3) months before the expiration of the current period.

CONDITIONS FOR SOFTWARE ACCESS

Access to the Software can only be done through the Internet network and requires a prior connection to said network at the Internet address provided to the Client. The Client is solely responsible for their connection to the Internet network and all associated costs, including telephone communications.

The number of authorized Users corresponds to the number of subscribers defined in the purchase order. Each User has their own login (code and password).

Access management is carried out through the Administrator:

• Creation of Users and associated logins (within the limit of the number of users defined in the Contract).
• Deletion or modification of logins.
• Management of security rules and access rights for each User.

OPERATION AND HOSTING

Access modalities to the Services for each User:

Since the access codes to the Software are determined by the Client, Aliston cannot be held liable for any loss or damage resulting from access to the Software by a User, or by a third party not designated by the Client. In this context, the Client commits, on its own behalf and on behalf of the Users it has designated, to immediately inform Aliston of any use of the Software access codes that it considers fraudulent.

Aliston undertakes to implement all means at its disposal to ensure the permanence, continuity, and quality of the Services. In the event of an incident on the network, Aliston commits to implement all means at its disposal to restore access to the Services as quickly as possible.

For technical necessity, Aliston reserves the right, subject to a four (4) calendar day notice, to temporarily interrupt all or part of the Services. Scheduled interruptions will be made, whenever possible, outside of business hours (9:00 AM to 6:00 PM Paris time). In all cases, they cannot exceed six (6) consecutive hours during business hours and days.

As a general rule, routine operation and maintenance procedures (backup, software update) do not require interruption of Services. Aliston's equipment is designed for 24/7 operation.

In the event of a Service interruption caused by a hardware failure belonging to Aliston, Aliston commits to implement all means at its disposal to restore the Services as quickly as possible.

Aliston reserves the right to modify the functionalities of the Software at any time. Aliston ensures, within the framework of the physical and logical security rules in force on the date the quote is signed, the protection of the entire Operating Platform, the results, processing, and transmissions carried out, as well as the backups made on the Operating Platform.

Cirrus Shield allocates the Client a maximum capacity of 20 MB of disk space per User for Standard Version Clients, 50 MB for Professional Version Clients, 100 MB for Enterprise Version Clients, and 200 MB for Ultimate Version Clients. Beyond this, additional billing will be applied based on the current rates.

USAGE RIGHTS

The right to use the Software is granted by Aliston to the Client for the duration of the Contract. The Software must be used in accordance with the stipulations of the Contract, as well as the instructions for use, security, and proper operation contained in the Documentation presented to the Client.

The Software must be used in accordance with its Intended Purpose, solely for the Client's own needs, within the limit of the agreed number of Users.

The Client commits to requesting an additional quote from Aliston if they need to create users beyond the maximum number stipulated in the Contract. In the event the maximum number of Users stipulated in the Contract is exceeded, the Client will immediately owe Aliston an additional fee at the current rate.

Any use not expressly authorized by Aliston under the Contract is illicit, in accordance with Article L.122-6 of the French Intellectual Property Code. The Client is notably strictly prohibited from:

• Any form of use of the Software or the Documentation in any way for the purpose of designing, creating, distributing, or marketing a software package or a similar, equivalent, or substitute software package;
• Making the Software or Documentation available directly or indirectly to a third party, notably through rental, transfer, or loan, even free of charge, or entrusting it to any service provider as part of an outsourcing agreement, except with prior written consent from Aliston;
• Any use for processing not authorized by Aliston.

INTELLECTUAL PROPERTY

Aliston declares that it holds all the intellectual property rights necessary for the conclusion of the Contract.

The right of use granted by Aliston through the Contract does not entail any transfer of intellectual property for the benefit of the Client. Consequently, the Client is prohibited from any act that could have the object or effect of directly or indirectly infringing Aliston's rights to the Software, which is notably protected by the Intellectual Property Code.

INFRINGEMENT WARRANTY

In the event of a claim alleging that the Software infringes an intellectual property right in France, Aliston may, at its choice and at its expense, either replace or modify all or any part of the Software, or obtain a user license for the Client to enable them to use the Software, provided that the Client has complied with the following conditions:

• That the Client has accepted and fully executed their obligations under the Contract, and in particular is up to date with their fees,
• That the Client has notified Aliston, within eight days, by registered letter with acknowledgment of receipt, of the infringement action or the declaration that preceded this action,
• That Aliston is in a position to ensure the defense of its own interests and those of the Client, and to do so, that the Client cooperates loyally with Aliston by providing all necessary elements, information, and assistance to carry out such defense successfully.

In the event that none of these measures is reasonably feasible, Aliston may unilaterally decide to terminate the Contract and will compensate the Client by reimbursing the fees paid over the last twelve (12) months from the notification of the termination.

The provisions of this article define the entirety of Aliston's obligations regarding patent and copyright infringement due to the use of the Software.

ASSISTANCE – MAINTENANCE – TECHNICAL SUPPORT

During the term of the Contract, the Client benefits from the provision and installation of corrective and technological updates to the Operating Platform.

Furthermore, Aliston will provide the Client with email assistance and maintenance services (hereinafter "the Services") relating to the Software. Under the Contract, Aliston provides the Client with a team of support consultants to provide technical and functional assistance for the Software.

Except for public holidays and exceptional days when Aliston is closed, and except in cases of force majeure as defined herein, the intervention hours for this support team are from 9:00 AM to 6:00 PM (metropolitan time) from Monday to Friday. Aliston reserves the right to modify these hours and will notify the Client of the new time slots by any means at its convenience.

The Services include the following deliverables:

• Access to email support for the Administrator trained by Aliston's teams, provided exclusively to assist with Software usage or the resolution of Anomalies. The number of emails is not limited.
• Software updates subject to the provisions of this article.

The need to carry out an update is unilaterally decided by Aliston in light of legal and/or technological developments. Updates are implemented directly by Aliston on the Software and may include, depending on the case:

• Correction of Anomalies,
• Enhancements to existing functions.

The following are excluded from the services provided by Aliston under this Contract:

• Use of the Software not in accordance with the Documentation, usage guidelines, or its Intended Purpose, or abnormal use, for whatever reason (notably in case of negligence, handling error, accident...);
• Any work or supplies not explicitly mentioned in the Contract, including telephone training for the Client's staff;
• A compatibility problem between the Software and any other hardware of the Client or a failure of this hardware;
• The provision of a telecommunications network allowing access to the Software;
• A compatibility problem between telecommunications networks and the Software;
• A failure of one of the elements comprising the Client's software environment (operating system, other software or applications, network systems...);
• In general, the Client's failure to respect its obligations under the Contract, and any other contract concluded with Aliston.

ADDITIONAL SERVICES

The Contract does not cover additional services recommended by Aliston or requested by the Client to meet specific needs. Thus, for example, advice, training, and consulting services will be the subject of a separate contract between the Client and Aliston. Similarly, telephone support for the Administrator or users will be covered by a separate contract between the Client and Aliston.

COLLABORATION

To enable the realization of this service, the Client commits notably to:

• Refer to the Documentation before each intervention request;
• Provide Aliston with any necessary information requested by Aliston to understand and resolve the Anomalies encountered;
• Designate a competent contact person internally in charge of handling Anomalies, who must be available throughout Aliston's intervention;
• Facilitate access for Aliston's personnel to all its facilities if necessary, ensure free access to the premises for Aliston's personnel, and indicate an appropriate contact person;
• Install and administer its equipment and applications not provided by Aliston, as well as its networks.

FEES

The initial fee for the right to Services to be paid by the Client will be determined in the quote based on the number of Users designated by the Client and the options chosen by mutual agreement within the framework of the Contract.

Aliston will review the annual fee amount at each renewal by applying a fee increase of up to 7%, at its discretion.

The fee amount may vary depending on changes in economic circumstances. All fee variations decided by Aliston will be notified to the Client by mail or email 4 weeks before their application.

PAYMENT TERMS

Invoices will be issued annually, payable in advance, due within 30 days via direct debit.

Notwithstanding the provisions of Article 1342-10 of the Civil Code, it is expressly agreed that, in the event multiple invoices are due and the Client makes a partial payment, Aliston will be free to allocate said payment as it sees fit, regardless of any contrary instruction from the Client.

Failing payment of invoices by the due date, unpaid amounts will automatically incur late payment interest calculated per day of delay, based on the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 points, in accordance with Article L441-6 of the Commercial Code. This interest accrues from the day following the due date until the day of payment.

Furthermore, in the event of late payment by the Client, a fixed compensation for recovery costs of forty euros (€40) will automatically be due. Additional compensation may be claimed by Aliston if the recovery costs actually incurred exceed the aforementioned fixed amount.

The usage right fee and all other sums due hereunder are indicated exclusive of VAT, customs duties, withholding taxes, and all applicable taxes, which are the Client's responsibility. In the event a withholding tax, customs duty, or import tax applies, the Client will pay these taxes to the competent tax authorities and will spontaneously send proof of payment to Aliston.

In addition, and without prejudice to its right to claim damages by any legal means, nor its right to terminate the Contract, in the event of non-payment thirty (30) days beyond the agreed payment term, despite a formal notice remaining unsuccessful, Aliston reserves the right to suspend its obligations hereunder, including access to the Software, until full payment of the principal, penalties, Service restoration fees, and interest.

The Service restoration fees will be billed to the Client based on the rate in effect at the time of restoration; as an indication, these fees amount to a fixed rate of four hundred euros excluding taxes (€400 excl. tax) as of the date hereof.

No compensation or offset may occur without prior written agreement from Aliston.

This suspension does not alter the amount of the monthly fee, which remains due for the entire current period. Services will resume once the cause for suspension has been resolved, without extending the current period.

TERMINATION

Termination by the Client

Services cannot be terminated during an active period, unless explicitly stated for all or part of the services in the quote. If the Client wishes to terminate eligible Services, payments that have already been made are non-refundable. The Software allows the Client to export their data. However, the Client may request assistance from Aliston to retrieve or migrate their data, in which case Aliston reserves the right to charge the Client fees related to this data migration and/or retrieval.

Termination for Default

In the event of a breach by either Party of an essential obligation provided for in the Contract, not remedied within thirty (30) calendar days from the date of the first presentation of a registered letter with acknowledgment of receipt notifying the breach and the risk of termination, the other Party may terminate the Contract by registered letter with acknowledgment of receipt, without prejudice to any damages it may claim under the Contract.

Termination takes effect on the date of the first presentation of its notification, and leads to the immediate suspension of all Client access to the Services. The termination, or the end for any reason whatsoever, of this contract does not give rise to the reimbursement of amounts collected by Aliston.

SOURCE CODE ACCESS

In the event of the cessation of Aliston's business operations, the Client reserves the right to request access to the source codes of the programs owned by Aliston. Aliston will make the source code available under an escrow agreement.

DATA BACKUP AFTER TERMINATION

In the event of termination of the Contract by the Client or by Aliston, for whatever reason, the Client may request a backup of the hosted data on a storage device chosen by Aliston or by email, which will be carried out within the timeframes and at the rates in effect for this service, except if this termination occurs exclusively due to Aliston's failure regarding the proper functioning of the Services.

If the Client makes an express request, Aliston commits to erasing and deleting the Client's data from its system. This deletion will take place within 10 days following the Client's request. In the event that no express request from the Client is made within the month following termination, Aliston may freely choose whether or not to delete the data without any time limit or prior notice.

LIABILITY

Client's Liability

The Client and the User commit to respect applicable regulations concerning intellectual property, personal data protection, privacy, and more generally commit to comply with all regulations in force.

The Parties acknowledge that only the Client has the capacity to control the content passing through the Operating Platform.

The Client guarantees that they possess all authorizations for the use and/or distribution in the territory of information and data of any kind hosted by Cirrus Shield and is solely responsible for the consequences of making them available to the public.

The Client is prohibited from including illegal elements in the data hosted by Cirrus Shield, such as defamatory or racist remarks, or personal data subject to an undeclared file.

In case of a breach of the provisions of the law of June 21, 2004 ("LCEN") noted by a judicial authority within the meaning of that same law, or in the event of an injunction issued by a judicial authority to remove litigious content, Aliston may take any necessary measures to delete this content or prevent access to it, without the Client's prior agreement. Aliston is only required to inform the Client, either beforehand or afterward.

In the event of an amicable claim or formal notice from a third party addressed to Aliston estimating that the content is illicit or causes them harm, Aliston will inform the Client without delay.

If it appears to Aliston that data hosted on behalf of the Client is manifestly illegal, Aliston may take any useful measure to remove access to the litigious content or render access impossible, and will inform the Client.

The suspension or interruption of access to the content for the reasons mentioned above will not entitle the Client to any compensation from Aliston. Furthermore, the Client will remain liable to Aliston for the entire agreed price throughout the suspension or interruption period.

In any case, the Client indemnifies Aliston against the consequences, particularly financial, of any recourse, action, and *a fortiori* any conviction to which Aliston might be exposed due to illegal data hosted via Cirrus Shield under the Contract.

Cirrus Shield's Liability

Aliston cannot, to the extent permitted by applicable law, be held liable for any direct or indirect damage of any kind (such as commercial or financial prejudice, or operating losses affecting the Client or the User) resulting from any impossibility to access the Services, any use of the Services, including any data loss, regardless of the origin of the prejudice. In any event, Aliston's liability cannot be engaged in case of force majeure or events beyond its control.

However, Aliston commits to implementing all available means to provide the best guarantees regarding data integrity, notably:

• The systematic use of recent versions of Antivirus software.
• Daily data backups.
• Regular testing of restoration procedures.

Aliston cannot be held liable in the event of legal proceedings against the Client or the User resulting from illegal use of the Software.

Under this agreement, Aliston is bound by an obligation of means and will not be held liable for any delay in the execution of the Services.

Furthermore, Aliston's liability cannot be engaged in case of erroneous application or failure to apply usage advice provided as part of support, nor in the case of applying advice not originating from Aliston. Under no circumstances is Aliston liable for third-party actions, nor for indirect damages such as, notably, operating losses, commercial damages, loss of clientele, loss of orders, any commercial disruption, loss of profit, or damage to brand image.

Except in cases of infringement actions, any action directed against the Client by a third party constitutes an indirect prejudice and consequently does not entitle them to compensation.

If Aliston's liability were to be recognized hereunder by a final decision from a competent court, the compensation that could be claimed would be expressly limited to the amount of the fee received by Aliston for the Services during the six (6) month period active when the damage occurred.

It is expressly agreed between the parties, and accepted by the Client, that the stipulations of this clause will continue to apply even if this agreement is resolved by a final court decision.

These provisions establish a risk allocation between Aliston and the Client. The pricing reflects this allocation as well as the described limitation of liability.

DECLARATION

The Client declares that they are familiar with the Internet, its characteristics, and its limits, and acknowledges in particular:

• That data transmissions over the Internet benefit from only relative technical reliability, circulating on heterogeneous networks with diverse technical characteristics and capacities, which can sometimes become saturated at certain times of the day;
• That certain specific networks may rely on specific agreements and be subject to access restrictions preventing connection to the Software.
• That Software users may be located anywhere in the world, and that the Software's content may be reproduced, represented, or more generally distributed without any geographical limitation;
• That data circulating on the Internet is not protected against potential misappropriation and thus the communication of passwords, confidential codes, and more generally any sensitive information is done by the Client at their own risk;
• That providing access to the Software's content to users may be subject to unauthorized third-party intrusions and consequently corrupted, despite Aliston delivering password-protected access.

TECHNICAL PROTECTION MEASURES

The Client is informed and expressly accepts that, in accordance with applicable legal provisions:

The Cirrus Shield Software includes technical devices (cookies or other technologies) which, notably during an Internet connection and for the relevant software packages, allow the Client via a web service—either automatically or, if necessary, initiated by Cirrus Shield—to send Cirrus Shield information regarding the Client's identification (IP address).

The information obtained by Aliston through these technical devices may also be used by Aliston as part of anti-counterfeiting measures, to identify and prevent potential illegal or non-compliant use of the concerned software packages.

FORCE MAJEURE

The liability of the Parties will be entirely waived if the non-execution of part or all of the obligations incumbent upon them results from a case of force majeure.

Initially, cases of force majeure will suspend the execution of the Contract, and the parties will meet to determine the modalities for potentially continuing their relationship.

If cases of force majeure last longer than one (1) month, the Contract will be automatically terminated, unless otherwise agreed between the Parties.

Expressly considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French Courts and Tribunals: blockade, disruption, or congestion of telecommunication networks, poor electrical current quality, blockade of transport or supply means for any reason whatsoever, severe weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, as well as legal or regulatory modifications regarding marketing formats.

MISCELLANEOUS PROVISIONS

Evolution of General Terms

Aliston reserves the right to modify the ToU at any time. These changes will take effect and apply to all Clients and Users as soon as the Administrator is informed by Aliston.

Confidentiality

The data belonging to the Client and managed by the Services is and remains the property of the Client. Aliston commits to keeping this data confidential, to making no copies of the data outside of technical and backup necessities, and to using it for no purposes other than statistics or those required for the execution of this Contract.

Reciprocally, the Client commits to maintaining total confidentiality regarding documents, data, or the nature of the services provided by Aliston within the scope of the Contract.

Waiver

The failure of either Party to invoke a breach by the other Party of any of the obligations set forth in the Contract cannot be interpreted in the future as a waiver of the obligation in question.

The Client irrevocably waives any demand, claim, right, or action against Aliston relating to the execution of the Contract that is formulated more than twelve (12) months after the triggering event.

Assignment of the Contract

The Contract between the Client and Aliston is concluded *intuitu personae* (personally). Consequently, the Client's rights arising from the Contract cannot be assigned, sub-licensed, sold, or otherwise transferred by the Client without prior written consent from Aliston.

Entire Agreement

The Contract expresses the entirety of the parties' obligations. In case of interpretation difficulties between any of the titles heading the clauses and any of the clauses themselves, the titles will be deemed non-existent.

No general or specific condition appearing in documents sent or handed over by the Client can be integrated into the Contract or, *a fortiori*, contradict it or alter its scope, except for additional orders from the Client accepted by Aliston. Unless a specific exception is stipulated within it, the Contract can only be modified by an amendment duly signed by authorized or mandated representatives of both the Client and Aliston.

Severability

If one or more stipulations of the Contract are deemed invalid or declared as such under a law, a regulation, or following a final decision by a competent court, the other stipulations will retain their full force and scope, and the Parties commit to coming together to agree on a similar provision that remedies the invalidity affecting the pre-existing stipulation.

Commercial Reference

Aliston may mention the Client's name and logo for Software promotional purposes.

Trademarks

Cirrus Shield is a registered trademark owned by Aliston Consulting. Without express authorization from Aliston, the Client and the User commit not to use or distribute it in any way.

Notifications

All notifications, to be valid, must be sent to the address mentioned in the Contract, by registered letter with acknowledgment of receipt. Any deadline will run from the date of the first presentation of said letter.

Non-solicitation of Personnel

The Client commits not to hire any Aliston contractors or employees for the entire duration of the contract and for a period of two years following the expiration of the final Contract, without prejudice to any damages and interest.

Data Protection and Privacy

Personal data collected regarding the Client or the User upon concluding the Contract is subject to the provisions of the French Law No. 78-17 of January 6, 1978, regarding information technology, files, and civil liberties. Consequently, the Client has the right to object provided for in Article 38 of the law, the right of access provided for in Article 39 of the law, and the right to rectification provided for in Article 40 of the law.

The Client may also request that this information not be communicated to third parties by sending an email to Aliston.

Governing Law and Jurisdiction

The Contract is governed by French law. In the event of a dispute, and after an attempt at an amicable settlement, express jurisdiction is granted to the Commercial Court of Versailles (Yvelines), notwithstanding multiple defendants or introduction of third parties, including for summary proceedings or urgent applications, and payment injunction procedures and their aftermath.