General Terms and Conditions of SaaS Subscription ("Software as a Service")
 

This document (hereinafter referred to as "T&C") defines the general terms of use of the Platform made available by COSMIC DATA (SAS company with a capital of 2,066 euros, identified in the Trade and Companies Register of Grasse under number 889 770 418 with registered office at 291 rue Albert Caquot 06560 Valbonne, France) and aims to govern its use, including any content and functionality accessible on the Platform as defined below.
 

ARTICLE I. DEFINITIONS
 

The terms and expressions defined below have, within the framework of this Agreement, the following meaning:

• Subscription: refers to the right of access to COSMIC DATA offered in SaaS.

• Administrator: refers to any natural person designated as such by the Client during registration for the Services or subsequently and responsible for liaising between COSMIC DATA and the Users.

• Purchase Order: refers to the summary document of the Services signed by the Client and COSMIC DATA, which is annexed to this Agreement.

• Client: refers to any natural or legal person who has signed a Contract with COSMIC DATA in exchange for payment of an annual subscription.

• Contract: refers to this document accompanied by the Purchase Order as well as any subsequent order or amendment.

• COSMIC DATA: refers to the software solution for collecting, analyzing, and, depending on the subscribed option, responding to reviews and comments from Internet users on social networks, Facebook, Instagram, Google Business, Linkedin, TikTok regarding the Client and its competitors, published by COSMIC DATA and offered in SaaS to Clients.

• Service(s): refers to the COSMIC DATA software and services offered by COSMIC DATA (Subscription, support and maintenance, hosting, and additional services defined in the Purchase Order).

• User(s): refers to any natural person designated as a user by the Client. The user is identified by a username (login) associated with a password.
   

ARTICLE II. OBJECT
 

The purpose of this Agreement is to define the terms and conditions under which COSMIC DATA provides the Client with access to the Services, and the terms and conditions under which the Client accesses and uses these Services.

Access to the Services implies knowledge of this Agreement and acceptance by the Client. This Agreement is accompanied by the Purchase Order. In the event of a contradiction between one or more provisions contained in any of these various documents, the Purchase Order shall prevail.

These general conditions are accepted without modification by the User, except in the case of specific negotiation with COSMIC DATA.

The Services are of two types:

Standard Service: COSMIC DATA provides the Client with an account, and the Client manages the collection of reviews and comments from Internet users on the aforementioned social networks and possibly responds to these reviews or comments; Response Service: COSMIC DATA provides the Client with an account, and COSMIC DATA manages the collection of reviews and comments from Internet users on the aforementioned social networks and, according to the instructions and recommendations previously defined by the Client, possibly responds to these reviews or comments; Statistics Service: COSMIC DATA provides the Client with an account and establishes statistics concerning reviews and comments from Internet users on the aforementioned social networks;
 

ARTICLE III. DESCRIPTION OF SERVICES - RIGHTS OF USE - SUPPORT AND MAINTENANCE
 

The Services provided by COSMIC DATA to the Client are defined in the Purchase Order and may include, among others:

• Definition of services: Standard Services, Response Services, Statistics Service;

• Access to COSMIC DATA including support and maintenance services.

• Service provision defined in the Purchase Order.

COSMIC DATA reserves the right, at any time, to make modifications or improvements to all or part of the Services or these general conditions with a notice period of 8 days without the Client and the User being entitled to any compensation.

Unless expressly stated otherwise, any new feature that enhances one or more existing Services or any new online service provided by COSMIC DATA will be applicable under the Subscription.

COSMIC DATA grants the Client a personal, non-exclusive, non-transferable, and non-assignable right to use the Services for the entire duration of the Contract, in accordance with the Contract and worldwide. The Client may not, under any circumstances, make the Services available to a third party, and strictly prohibits any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without limitation.

COSMIC DATA provides support services, corrective, evolutionary, and regulatory software maintenance. The support service for handling anomalies is available from Monday to Friday from 9:30 am to 5:30 pm at COSMIC DATA email address: support@cosmic-data.io.

COSMIC DATA does not guarantee the correction of anomalies in the following cases:

• Client's refusal to collaborate with COSMIC DATA in resolving anomalies, including responding to questions and requests for information;

• Use of the Services in a manner not in accordance with their intended purpose;

• Unauthorized modification of the Services by the Client or by a third party;

• Client's failure to fulfill its obligations under the Contract;

• Implementation or integration or interfacing of software packages, software, or operating systems incompatible with the Services;

• Failure of electronic communication networks;

• Willful act of degradation, malice, sabotage;

• Deterioration due to force majeure, as defined below.
   

ARTICLE IV. CONDITIONS OF ACCESS TO SERVICES
 

The Client can access the Services after signing a Contract with COSMIC DATA and providing the necessary information (on Users and companies) for the opening of the Service and requested by COSMIC DATA.

The use of the Services requires prior access to the Internet, it being specified that any corresponding costs, including telephone communications, are solely borne by the Client. A period of 7 days may be necessary before any rights are granted by COSMIC DATA.
 

ARTICLE V. CONFIDENTIAL CODES AND ACCESS IDENTIFIERS TO SERVICES - AUDIT
 

To access the Services, each User must enter the identifier and password that he will have received at the email address provided during the request for rights opening.

The Administrator defines access profiles to COSMIC DATA and data based on which the types of data and information that Users can access will be determined.

In this context, the Client and its Users are solely responsible for the confidential nature of the identifier and passwords and any actions that may be taken under these identifiers and/or passwords. The Client undertakes to immediately inform COSMIC DATA of any unauthorized use of a User's identifier and/or password and/or any security breach. COSMIC DATA shall not be liable for any loss or damage resulting from the use by the Client and its Users or any third party (authorized or unauthorized) of confidential codes and access identifiers to the Services.
 

ARTICLE VI. AUDIT
 

COSMIC DATA reserves the right, subject to prior written notice to the Client with a notice period of thirty (30) days, to conduct an audit once a year to verify that the Client is using COSMIC DATA in accordance with the conditions listed in the Purchase Order. If the audit reveals that the Client has a number of Users greater than that indicated in the Purchase Order, the Client undertakes to immediately pay COSMIC DATA for any additional User at the current rate. The Client undertakes to pay or reimburse COSMIC DATA, at COSMIC DATA's first written request, all reasonable expenses it has actually incurred for the conduct of the audit. The information collected during the audit and the audit results will be considered as Confidential Information of the Client and subject to the conditions of ARTICLE XV below.
 

ARTICLE VII. PRICES AND PAYMENT TERMS
 

• Prices:

The price of the Services is composed as follows: The price of the Subscription is mentioned in the Purchase Order. It includes the annual Subscription price as well as the price of annual maintenance and support services and hosting. Any other additional service defined in the Purchase Order not included in the Subscription price will be invoiced additionally to the Client.

The Client is responsible for the payment of all amounts invoiced under the Contract.

The prices of the Services may vary depending on the evolution of the services offered. The price of the Services is subject to indexation on January 1st of each year, based on the variation of the Syntec index according to the formula P1=P0x(S1/S0)x 1,01 P1: maximum price for tariff revision for year n+1 P0: contractual price for year n S0: SYNTEC index of reference retained on January 1st of the current year (n) S1: last index published on the revision date on January 1st of year n+1.

• Billing terms:

The Subscription is invoiced as mentioned in the Purchase Order. Otherwise, the Subscription will be invoiced annually. The first invoicing occurs at the opening of the rights (creation of the company account and associated administrator account in its systems) by COSMIC DATA, which will be materialized by an email sent to the Client, the first invoice may include setup fees depending on the purchase order.

Any additional services used by the Client on COSMIC DATA are invoiced in accordance with the Purchase Order.

Specific services (developments, training, configuration, data entry assistance, etc.) are invoiced 100% upon order, at the signing of a specific order between the Client and COSMIC DATA.

• Payment terms:

Invoices are payable upon receipt. In case of non-payment within the contractual deadlines, any unpaid amount will automatically accrue interest day by day until the date of full payment of principal, interest, costs, and accessories, at a rate equal to three (3) times the legal interest rate in force, without any prior formality, and without prejudice to the damages that COSMIC DATA reserves the right to seek judicially. In the event of unpaid sums, COSMIC DATA may automatically invoice the Client the sum of 40 euros as a lump sum recovery fee, notwithstanding the possibility for COSMIC DATA to invoice the Client an additional amount, upon production of justification, if the said recovery costs exceed this amount.

COSMIC DATA reserves the right, especially in case of late or incident of payment, including in the case of financial leasing, to suspend access to the Services at the expiration of a period of 10 days after sending a formal notice by registered letter with acknowledgment of receipt remained unsuccessful.

The costs of restoring the Services will be borne by the Client. In the event of suspension of access to the Services, the financial obligations due by the Client will not be extinguished. If, after a period of fifteen days, the suspension measure remains ineffective, or in the case of repeated late payments, COSMIC DATA may proceed with the termination of the Service Contract under the conditions provided for in ARTICLE IX of the Contract.
 

ARTICLE VIII. AMENDMENTS TO THE CONTRACT
 

The Client may add establishments, channels, or options to the Services by email addressed to COSMIC DATA. This modification takes effect within 2 working days. In addition, the modifications requested by the Client will be invoiced according to the contractual rate or the current rate depending on the cases.
 

ARTICLE IX. DURATION OF THE CONTRACT - TERMINATION
 

The Contract is concluded for the duration defined in the Purchase Order (hereinafter the "Initial Period"), it is renewable by tacit renewal under the same conditions and for the same duration as the Initial Period, unless otherwise provided in the Purchase Order.

The Client may terminate the Contract by registered letter with acknowledgment of receipt sent to COSMIC DATA at least two months before the expiry of the Initial Period or each renewal period of the Contract. The termination of the Contract shall be effective upon expiry of the duration of the current Contract upon sending the registered letter.

The Contract may be terminated by COSMIC DATA or the Client at any time after formal notice by registered letter with acknowledgment of receipt remained ineffective at the expiration of a 30-day period, without the other party being entitled to any compensation, in case of breach by one of the parties of one of its essential contractual obligations. Payment by the Client of any sums due to COSMIC DATA SARL is considered an essential obligation under the Contract.
 

ARTICLE X. CLIENT'S DECLARATIONS AND OBLIGATIONS
 

10.1 The Client undertakes to comply notably with the applicable regulations regarding intellectual property, personal data protection, and respect for privacy.

10.2 The Client acknowledges the characteristics and limitations of the Internet and, in particular, acknowledges that:

• They are aware of the nature of the Internet, including its technical performance and response times for accessing, querying, or transferring information;

• Data transmitted over the Internet is not protected against potential misuse; Any communication of passwords, confidential codes, and, in general, any information deemed "confidential" by the Client is done at their own risk;

• Data transmitted over the Internet may be subject to usage regulations or protected by intellectual property rights. The Client and its Users are solely responsible for the use of the data they access, query, and transfer over the Internet;

• It is the Client's responsibility to take all appropriate measures to protect their own data and/or software from the contamination of potential viruses circulating on the Internet;

• They are prohibited from copying, reproducing, decompiling, or scraping, in whole or in part, the COSMIC DATA platform by any computer means.

10.3 In the event of a violation by the Client or its Users of any of the obligations stated above or any provision of the Contract, COSMIC DATA reserves the right to suspend access to the Services without notice.
 

ARTICLE XI. OWNERSHIP
 

• Domain names of the sites operated by COSMIC DATA, the associated logos, and any other logos, product names and services, computer programs, and algorithms operated by COSMIC DATA are the property of COSMIC DATA. Without express authorization from COSMIC DATA, the Client agrees not to use or disseminate in any way the trademarks owned by COSMIC DATA.

• The data belonging to the Client on the sites operated by COSMIC DATA remains the property of the Client. COSMIC DATA undertakes to keep this data confidential, not to make, apart from technical requirements, any copies of the data, not to make any use other than that provided for in the execution of this Contract.
   

ARTICLE XII. REVERSIBILITY
 

In the event of termination of the Contract for any reason whatsoever, the Client may, at their own expense, retrieve on their own system the data hosted on the sites operated by COSMIC DATA. COSMIC DATA may assist the Client upon request and subject to billing.

Failing this, at the end of the Contract for any reason whatsoever, the Client will no longer have access to the Services and consequently to the data and information hosted in COSMIC DATA.
 

ARTICLE XIII. SERVICE QUALITY

COSMIC DATA undertakes to use all means at its disposal to ensure the permanence, continuity, and quality of the Services. However, COSMIC DATA reserves the right to suspend access to the Services for any necessary maintenance or improvement interventions to ensure the proper functioning of the Services.

The Service is active 24/7. In the event of an incident on its network, COSMIC DATA undertakes, from Monday to Friday, from 9:30 am to 5:30 pm, to make its best efforts to restore access to the Services within a maximum of 2 working hours. This period starts from the notification of the incident by the Client to COSMIC DATA.
 

ARTICLE XIV. WARRANTY OF EVICTION - COSMIC DATA'S LIABILITY
 

COSMIC DATA declares and warrants that it holds all intellectual property rights that allow it to conclude the Contract. COSMIC DATA declares and warrants that, to its knowledge, COSMIC DATA is not likely to infringe the rights of third parties.

COSMIC DATA is bound under the Contract by an obligation of means. COSMIC DATA shall not be liable for any direct or indirect damages of any kind (such as commercial or financial loss, or loss of business affecting the Client) resulting from any inability to access the Services, or any use of the Services, including any loss of data, provided that the damage does not result from COSMIC DATA's direct and proven liability. Any compensation from COSMIC DATA is capped at the price paid by the Client for the duration of the Purchase Order. In any case, COSMIC DATA's liability cannot be engaged in the event of force majeure or events beyond its control.

COSMIC DATA shall not be held liable for the quality and content of the data collected in COSMIC DATA and their processing, including with regard to the protection of privacy and personal data, processed by the Client. In the event of a Response Service, COSMIC DATA will follow the Client's instructions or recommendations as an obligation of means and shall not be liable in the event of legal proceedings initiated by an Internet user if COSMIC DATA has followed these instructions and recommendations.

Except for the Response Service, COSMIC DATA exercises no control over the services offered by its Clients and over the data and documentation integrated into COSMIC DATA by these Clients. Consequently, COSMIC DATA shall not be held liable for any lack of reliability or authenticity of this information, data, or documentation, nor for any damage suffered by the Client as a result of the use of these services.

COSMIC DATA excludes all liability in the event of loss of Client data.
 

ARTICLE XV. PERSONAL DATA
 

COSMIC DATA does not collect or process any personal data, except for the Response Service. In the event of a Response Service or Statistical Service, COSMIC DATA does not retain any personal data and anonymizes them after the Service is executed. If necessary, in the event of personal data processing by COSMIC DATA at the Client's request, the Client acknowledges and accepts that COSMIC DATA processes the data hosted on its behalf and according to its instructions to perform its obligations, acting as a data processor within the meaning of personal data protection regulations.

In this case, COSMIC DATA undertakes to:

• Process personal data collected within the strict and necessary framework of COSMIC DATA and, in general, to act only on the documented instructions of the Client;

• Ensure that persons authorized to process personal data undertake to respect confidentiality and receive necessary training in personal data protection;

• Take all necessary measures to ensure the security of processing;

• Assist the Client, as far as possible, in fulfilling its obligation to respond to requests from data subjects exercising their rights;

• Assist the Client in ensuring compliance with the obligations regarding the security of personal data as provided for in Articles 32 to 36 of the GDPR;

• Make available to the Client all necessary information to demonstrate compliance with its obligations;

• Immediately inform the Client if it considers that an instruction constitutes a violation of the GDPR or other data protection provisions.

The Client undertakes to comply with data protection legislation and in particular to:

• Collect personal data in a fair and transparent manner;

• Allow data subjects to exercise all their rights (right of access, objection, rectification, right to be forgotten) in accordance with the GDPR;

• Inform COSMIC DATA of a request to exercise its rights by a person, when their intervention is necessary, within 72 hours;

• Implement useful technical and organizational measures to preserve the confidentiality and security of personal data, and in particular, protect personal data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access, as well as against any form of unlawful processing.

The User guarantees that the instructions communicated to COSMIC DATA will comply with the applicable data protection regulations and undertakes not to put COSMIC DATA in a situation of breach of its contractual obligations and applicable law in this regard.

COSMIC DATA also undertakes to:

• Take all useful precautions to preserve the confidentiality and security of personal data, and in particular, prevent them from being distorted, damaged, or disclosed to unauthorized third parties, and more generally, to implement all appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access, as well as against any form of unlawful processing, it being specified that these measures must ensure an appropriate level of security in light of the risks posed by the processing and the nature of the data to be protected;

• Notify the Client of any personal data breach as soon as possible after becoming aware of it, in particular to enable the Client to comply with the obligation to notify the competent supervisory authority of any data breach as soon as possible and, if possible, no later than 72 hours after becoming aware of it, as provided for in Article 33 of the GDPR;

• Provide appropriate assistance, at the Client's expense, such as the necessary measures to protect personal data in the event of a data breach;

• Depending on the Client's choice and at their expense, delete all personal data or return them to the Client at the end of the Contract under the conditions specified in Article XII, and destroy existing copies, unless current legislation requires the retention of personal data.

The User acknowledges that the resources implemented within COSMIC DATA by COSMIC DATA constitute sufficient guarantees of COSMIC DATA's compliance and its services with regulations.

COSMIC DATA will provide the Client, upon request, with all necessary information to demonstrate compliance with the obligations provided herein. Failing this, or if the Client reasonably deems it necessary to conduct an audit of the COSMIC DATA solution in accordance with regulations and the Contract, COSMIC DATA accepts such an audit conducted by a reputable independent auditor, not competing with the activities of COSMIC DATA, limited to one audit per year.

This independent auditor is chosen by the Client and accepted by COSMIC DATA. They possess the required professional qualifications and are subject to a confidentiality agreement. The parties acknowledge that all reports and information obtained in the course of this audit are confidential information. The start date of the audit, the duration, and the scope of the audit are defined by mutual agreement between the parties with a minimum notice period of 30 working days. The audit can only be conducted during the opening hours of COSMIC DATA or its subcontractors and in a manner that does not disrupt the activity of COSMIC DATA. The audit does not include access to all systems, information, or data unrelated to the processing carried out under COSMIC DATA nor physical access to the servers on which the solution is backed up. The Client bears all costs associated with the audit, including but not limited to auditor fees, and reimburses COSMIC DATA for all expenses and costs associated with this audit, including the time spent on the audit at the average hourly rate of COSMIC DATA staff who collaborated on the audit.
 

ARTICLE XVI – TERMINATION
 

This Contract may be terminated automatically, without further formality, in the event of a breach by one of the parties not remedied within 30 days after the date of receipt of a written notice sent by registered mail with acknowledgment of receipt addressed to the defaulting party.
 

ARTICLE XVII – COMMUNICATION
 

Furthermore, each party grants the other the right to use its name and logo in all its commercial and marketing documents as well as on its website, notably as a commercial reference.
 

ARTICLE XVIII. FORCE MAJEURE

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Neither Party shall be held liable to the other Party for non-performance, partial performance, or delays in the performance of an obligation of the Contract due to the occurrence of a force majeure event usually recognized by the case law of the Cour de Cassation, including epidemics, pandemics, confinement, breakdown, or malfunction of computer networks or the Internet. The force majeure event suspends the obligations of the party arising from the Contract for the entire duration of its existence.
 

ARTICLE XIX – MODIFICATION OF GENERAL TERMS AND CONDITIONS
 

In the event that COSMIC DATA makes changes to these General Subscription Terms and Conditions, it will notify the Client in writing with a two (2) months' notice before the effective date of such changes. During this period, the Client will be free to terminate the Contract by written notification to COSMIC DATA. Any use of COSMIC DATA or the Services by the Client after this two (2) month period will constitute acceptance of the new General Subscription Terms and Conditions.
 

ARTICLE XX – APPLICABLE LAW - JURISDICTION
 

This agreement is governed exclusively by French law.

For any dispute relating to the interpretation, execution, termination, or breach of the Contract or related thereto, in the absence of an amicable agreement sought for a maximum of 15 days from the written notification of a dispute by one of the Parties, the Commercial Court of Paris has exclusive jurisdiction in the event of a dispute, including in the case of summary proceedings, plurality of defendants, or third-party proceedings.