GENERAL TERMS AND CONDITINS OF CENTILOC LICENSE 

1. INTRODUCTION TO CENTILOC AND SOFTWARE 

The company CENTILOC, hereinafter referred to as "CENTILOC," is a simplified joint-stock company with its registered office at EUROPARC SAINTE VICTOIRE BÂT.6 LE CANET, 11 RTE DE VALBRILLANT, 13.590 MEYREUIL, registered with the Aix-en-Provence Trade and Companies Register under number 852 082 882. CENTILOC is an innovative company specializing in the design, manufacture, and sale of connected sensors and shelves for the real-time identification of stored goods, hereinafter referred to as "Products." The Products contain embedded software, hereinafter referred to as the "Firmware." CENTILOC also develops and provides software capable of operating with the Products and interacting with the Firmware, hereinafter referred to as the "Software." It should be noted that the purchase of the Products requires the signing of a dedicated contract, independent of the Software license. The Software is exclusively intended for a professional clientele, whether individuals or legal entities, engaged in professional activities, hereinafter referred to as "Clients." These General License Conditions (hereinafter referred to as the "GC") define the conditions applicable to the licensing of the Software by CENTILOC to Clients, as well as the associated services, including installation, configuration, maintenance, training, user support, specific development, etc. It should be noted that this exclusively concerns "on-premise" Software installed on the Client's computers, while CENTILOC may also offer the provision of Software as a Service (SaaS), remotely, under separate terms and conditions

 2. SCOPE OF GENERAL CONDITIONS

The use of the Software by the Client, as well as the provision of associated services by CENTILOC, is subject to the Client's complete and unconditional acceptance of these GC. The GC apply to all Software licenses and associated services provided by CENTILOC. By subscribing to CENTILOC's services, the Client acknowledges having read and fully accepts these GC, without any restrictions or reservations, and waives any reliance on its own purchasing terms or any other contractual document. These GC constitute the entire agreement between the parties and prevail over any contrary clause or condition, including those contained in any other document issued by the Client (letters, acknowledgments of receipt, quotes, invoices, shipping documents, etc.). CENTILOC reserves the right to modify these GC at any time by simply notifying the Client of the modified general conditions by email. The applicable GC are those in effect at the time the order is placed. If one or more provisions of the GC are deemed invalid or declared as such under the law, regulations, or as a result of a definitive decision by a competent court, the remaining provisions shall remain in full force and effect.

3. CHARACTERISTICS OF THE SOFWARE 

The Software primarily serves to enable the real-time identification of goods stored in connected shelves equipped by CENTILOC, measure their presence or absence, their movement by a person, the state of stock of stored goods, and their interaction, etc. It is hereby specified that CENTILOC only grants Software licenses to Clients who have already purchased the Products, and it only sells the Products to Clients who have subscribed to a Software license. The two are inseparable. The characteristics and functionalities of the Software are described in the associated documentation provided by CENTILOC to the Client prior to any subscription, hereinafter referred to as the "Documentation."

4. SUBSCRIPTION 

Any subscription to a Software license and associated services must be made in writing. To this end, CENTILOC will issue a quotation to the Client. This quotation will specify, among other things: 

​• The type(s) of Software covered by the license subscribed by the Client, as well as their version, 

​• The installation site of the Software, hereinafter referred to as the "Site," 

​• The number of authorized users of the Software, hereinafter referred to as the "Users," 

​• The nature and details of the services associated with the Software license.

 Upon receipt of the quotation, the Client undertakes to verify the accuracy of the information provided in the quotation and to report any necessary modifications. The Client must return the quotation, dated and signed with the mention "agreed," along with these GC duly initialed. If any of these elements is missing, CENTILOC is entitled to refuse the subscription. The quotation must be returned during its validity period. Any quotation not accepted by the Client within the specified time limit shall become null and void. Once validated, a subscription is firm and final. Any modification to the subscription shall be subject to the prior approval of CENTILOC, which may be conditional upon payment of an additional cost and/or a postponement of the execution of the license and the subscribed services. Any cancellation of a subscription by the Client shall engage their liability and obligate them to indemnify CENTILOC for its expenses, losses, and lost profits. In any case, any deposit eventually paid by the Client at the time of the subscription shall remain definitively acquired by CENTILOC as compensation, without prejudice to any other actions.

 5. SOFTWARE AVAILABILITY - INSTALLATION 

5.1. Availability 

The Software will be made available to the Client through a download link. Prior to subscribing to the Software license, the Client undertakes to verify the compatibility of its computer environment and its compliance with the technical requirements described in the Documentation associated with the Software to ensure that its computer system is capable of using the Software. The Client further undertakes to maintain an IT and hardware environment for the Software that complies with the technical requirements specified in the Documentation throughout the duration of the license. The Client is hereby informed that the requirements are subject to change, especially for technical reasons. Therefore, if any changes were to occur during the execution of the license, the Client shall be notified within a reasonable timeframe.

 5.2. Installation 

The installation of the Software on the Client's Site is carried out by the Client or by any service provider of their choice. However, CENTILOC may handle the installation upon the Client's request. The installation services will be performed by CENTILOC based on its availability and at its prevailing service rates, unless otherwise specified in the quotation. Any expenses related to the travel and accommodation of CENTILOC shall be borne by the Client, if applicable. The Software can only be installed on the Client's Site(s) as identified in the quotation accepted by the Client. It cannot, therefore, be installed on other sites without the prior express consent of CENTILOC.

6. CONFIGURATION 

It is emphasized that the Software is standard software that requires configuration to be adapted to the Client's and Users' needs. Configuration is performed by the Client or any designated service provider with the necessary expertise. The configuration is solely the responsibility of the Client, and the quality of the configuration determines the quality of Software usage. However, certain configuration services may be ordered by the Client from CENTILOC. CENTILOC will perform the configuration operations based on the information provided by the Client. It is not CENTILOC's responsibility to verify this information. The configuration services will be performed by CENTILOC based on its availability and at its prevailing service rates, unless otherwise specified in the quotation. Any expenses related to the travel and accommodation of CENTILOC shall be borne by the Client, if applicable. Furthermore, the Client is reminded that providing new versions of the Software may require reconfiguration. If this reconfiguration is performed by CENTILOC, it will be billed separately at the prevailing service rates, unless otherwise specified in the quotation.

7. LICENSE SCOPE 

Under the license granted to the Client for the Software, CENTILOC grants the Client a personal, nonexclusive right to use the Software identified in the quote, exclusively in object code form, for the sole purpose of its business activities, for the duration specified in the "Duration" section, and for the Site(s) identified in the quote. It is understood that this license does not grant the Client any rights other than the right to use the current version of the Software at the time of subscription and any new versions that the Client may be entitled to under the maintenance services, if subscribed to. The Client is solely and strictly authorized to: 

​a) install or have the Software installed for access limited to the Software subscribed by the Client and for the number of Users defined during the subscription 

​b) make or have made, on its behalf, a single backup copy of the Software in object code, exclusively for backup purposes and while respecting all intellectual property rights of ​CENTILOC. It is expressly stated that the Client may not claim any rights over the backup copy other than those granted to it by this license for the Software 

​c) use the Software for the activity and the Site(s) defined during the subscription. 

​d) perform and use updates as provided herein. 

The rights described above are granted subject to the Client's obligation, which is not exhaustive, to: 

​a) ensure that the Software is used in an IT and hardware environment that complies with the instructions contained in the Documentation 

​b) not transfer and/or provide the Software to any third party in any way for the purpose of installing, copying, or using the Software without the express consent of CENTILOC 

​c) guarantee compliance with the obligations arising from this license and applicable regulations by the Users of the Software, whether they are employees or service providers of ​the Client. 

Under no circumstances shall the Client have access or a right of access to the source code of the Software.

 8. SOFTWARE USAGE

This license is granted to the Client to allow the use of the Software by a limited number of Users. A designated User designated by the Client is responsible for managing the User accounts, within the limit of the number of Users covered by the license. If the Client wishes to have the right to use the Software for a larger number of Users than during the subscription, the Client must first subscribe to an extension of the license for the desired number of Users and pay the corresponding price. However, it is not possible to reduce the number of authorized Users during the course of the license. Furthermore, any change of Site must be the subject of a new prior declaration before the start of operation and requires the prior agreement of CENTILOC. In the event that the Client wishes to use an external service provider to use the Software on its behalf and under the conditions provided herein, it is the Client's responsibility to obtain the prior approval of CENTILOC regarding the service provider and the mission entrusted to them, in which they would use the Software. CENTILOC reserves the right to refuse this use for legitimate reasons, especially for reasons related to the protection of its technology and know-how, which it alone is authorized to assess. The Client is responsible for ensuring compliance with the obligations of this license and applicable law by these service providers, even if they have been approved by CENTILOC. 

9. NON - TRANSFERABILITY OF RIGHTS :

The license granted to the Client is personal and may not be assigned or transferred to any third party in any way. The Client expressly acknowledges that these General Conditions do not grant it the right to sublicense the Software by any means, whether for consideration or free of charge. 

10. LIMITATIONS ON SOFTWARE USAGE

The Client undertakes not to infringe upon CENTILOC’s proprietary and moral right in the Software and all related elements Therefore, the Client prohibits any type of usage not explicitly provided for by law in favor of a licensee or not expressly authorized by these General Conditions, including: 

​• Using the Software or making a copy of it outside the conditions provided herein. 

​• Correcting or having a third party correct any potential software anomalies without the prior written consent of CENTILOC. 

​• Granting a loan, lease, assignment, or any other type of provision of the Software or associated Documentation, by any means, including via the Internet. 

​• Distributing or commercializing the Software, whether for a fee or free of charge, or using it for the purpose of providing services or training to third parties. 

​• Disassembling or decompiling the Software and, in general, reconstructing the logic of the Software's functionalities, transposing the Software's functionalities into a ​ ​ ​perceivable format. 

​• Adapting, modifying, transforming, or rearranging the Software, including for the creation of derived or new functionalities of a derived or new software. 

​• Transcribing or translating the Software into other languages, as well as modifying it, even partially. 

​• Altering, modifying, moving, or replacing CENTILOC's trademarks, trade names, logos, copyright, and any distinctive elements as they are or will have been affixed to the ​ ​Software and each of its components and/or the associated Documentation.

11. DATA EXPLOITATION

The data processed by the Software is the sole responsibility of the Client and will not be accessible to CENTILOC. It is the Client's responsibility to take all appropriate measures to ensure the confidentiality, security, and durability of this data. Consequently, the Client undertakes to regularly back up its data to prevent any risk of damage or loss in the event of Software malfunction. In the event of the Client ceasing to use the Software, the Client will be solely responsible for transferring the Software's data to the new system. If the Client requires CENTILOC's assistance in this transfer, it will be subject to billing. 

12. CONTROL

The Client agrees that CENTILOC may monitor the use of the Software by the Client and verify that such use is in compliance with these General Conditions, particularly regarding the Client's activity, the Site, and the number of Users using the Software. This monitoring may be conducted by any appropriate means, including on-site using User databases. Furthermore, the Client undertakes to respond to any request from CENTILOC and provide documents for the purpose of verifying compliance with these provisions. Such monitoring will be conducted after informing the Client by CENTILOC and in strict compliance with confidentiality, trade secrets, and personal data regulations. 

13. MAINTENANCE

13.1. Corrective maintenance 

CENTILOC will provide corrective maintenance for the Software to the Client once the Client has subscribed to the associated maintenance services as specified in the quote. This maintenance consists of correcting an Anomaly to enable the use of the Software as specified in the associated Documentation. Corrective maintenance does not aim to assist the Client or Users in using the Software. The Client expressly acknowledges that the Software optimizes its operations, particularly stock management, and that a margin of error is possible, considering the limits inherent in the technology available at the time of subscription and the technical limitations of the Software. A software may indeed contain errors, and not all errors are economically rectifiable or necessarily need to be corrected. CENTILOC does not guarantee that all errors or anomalies in the Software will be corrected. In the context of corrective maintenance, CENTILOC will make reasonable and appropriate efforts to correct Anomalies detected and qualified by CENTILOC within the following timeframes:

​​• Blocking Anomalies: provision of a corrective patch or workaround within seven (7) business days upon receipt of the maintenance request by CENTILOC. 

​• Major Anomalies: provision of a corrective patch or workaround within fifteen (15) business days upon receipt of the maintenance request by CENTILOC. 

​• Minor Anomalies: Minor Anomalies are not necessarily corrected and may be delivered as part of a potential Software update. CENTILOC will determine the level of Anomaly ​among the above levels based on the event, problem, error, or situation encountered.

  The procedure for performing corrective maintenance services is as follows: 

​• Before requesting maintenance from CENTILOC, the Client must: 

​ ​o Refer to the Software Documentation provided. 

​ ​o Ensure that its hardware and software environment is operational and be able to provide justification. To this end, the Client must perform the recommended preliminary ​ ​checks specified in the Documentation. 

​ ​o If the Anomaly persists, the Client may request CENTILOC's intervention provided that the support request includes all documented elements necessary to diagnose the ​ ​Anomaly. 

The Client must be available to CENTILOC for diagnosing the Anomaly. CENTILOC will not assist the Client if the aforementioned preliminary diagnostic procedure has not been performed. 

​• To enable CENTILOC to perform corrective maintenance services normally, the Client agrees to provide all protocols of its computer system (including any modifications to the ​system configuration or software environment), affected input or output data, interim and test results, and any relevant documentation describing the encountered Anomaly. 

​• It is emphasized that it is the Client's responsibility, prior to any request and intervention by CENTILOC for maintenance, to make a copy of its documents, files, and media. In ​ general, the Client must take all necessary measures to protect its files, documents, or any other elements that could potentially be altered as a result of maintenance. 

The CENTILOC maintenance service can be contacted: 

​• By phone at the following telephone number: number available on the website. 

​• By email to the following address : support@centiloc.com

Support will be provided, excluding public holidays, from Monday to Friday, from 9:00 a.m. to 12:00 p.m. and from ​2:00 p.m. to 6:00 p.m. (5:00 p.m. on Fridays).

Notwithstanding the above, CENTILOC's obligation to provide maintenance services is subject to the following conditions: 

​I. ​Payment by the Client of all invoices due for the license and associated services. Consequently, CENTILOC is entitled to suspend, without notice and without formalities, the ​​execution of maintenance services in case of non-payment, total or partial, of its invoices by the Client.

​II. ​The Client's use of the current version of the Software 

​III. ​The absence of modifications made by the Client to the Software without CENTILOC's agreement and assistance. 

​IV. ​The Client has a hardware and software computer system and/or security tools installed, available, and in compliance with the prerequisites as described in the ​ ​ ​ ​Documentation ​ associated with the Software. 

​V. ​The Client uses the Software in accordance with the terms herein 

​VI. ​Malfunctions do not originate from inappropriate use by the Client of their computer system or the Software. 

In the event that the Client has requested maintenance ​support ​from CENTILOC for reasons not covered by corrective maintenance (e.g., installation assistance, user assistance, etc.) or without conducting preliminary internal ​diagnostics (e.g., ​not ensuring the proper functioning of their computer system when the difficulty originates from there), CENTILOC is entitled to charge the Client for ​the time spent by its ​ maintenance service in resolving problems other than those related to corrective maintenance. This will be in accordance with the applicable ​service rates and incident reports ​submitted by CENTILOC.

13.2 Evolutionary maintenance  

It should be noted that the license does not grant the Client any rights other than the right to use the current version of the Software at the time of subscription. This version of the Software may benefit from certain updates or new versions proposed by CENTILOC. In this case, the license will automatically extend to the relevant updates. It should be noted that these updates or new versions will be developed at the sole discretion of CENTILOC, without any obligation in terms of content, deadlines, or frequency. Furthermore, as CENTILOC cannot maintain all previous versions of the Software, the continuation of corrective maintenance services may be subject to the transition to a new version of the Software. The update operations of the Software are to be performed by the Client themselves.

 14. OTHER SERVICES

14.1. Training

The Client can request training services from CENTILOC for the use of the Software. These trainings will be conducted by CENTILOC or any third party chosen by CENTILOC. The trainings are scheduled based on the availability of trainers and are chargeable. These trainings can take place on-site at the Client's premises or remotely. The trainings will be invoiced as provided in the quote. Any expenses incurred for the travel and stay of the trainers will be borne by the Client.

14.2. User assistance 

The user assistance service consists of personally assisting the Client or authorized Users by telephone (hotline) to help them use or configure the Software. User assistance is not included in the maintenance. If desired by the Client, it will be provided by CENTILOC. User assistance services will be invoiced as provided in the quote.

14.3. Specific developments

The Client may also wish to benefit from modules specific to their activity or needs that are not included in CENTILOC's basic Software. The development of these modules will be subject to an agreement with CENTILOC, particularly regarding the applicable pricing, specified in the quote, both for the implementation of specific developments themselves and for the conditions under which they can be used by the Client and subject to maintenance by CENTILOC once they have been developed. Unless expressly and in writing agreed upon for the transfer of rights and/or exclusivity, the intellectual property rights for the specific developments created will remain the full property of CENTILOC. The specific development applies to a given version of a Software. The evolution of a Software and the release of new versions do not impose an obligation on CENTILOC to correspondingly evolve the specific development. This evolution will result in CENTILOC providing an additional update service subject to additional charges.

15. DURATION

15.1. License duration

The license is subscribed for a period of one year from the installation of the Software. It is automatically renewable on a yearly basis unless terminated by either party by registered letter with acknowledgment of receipt sent at least three (3) months before the expiration date. In the event that the Client terminates the license for a reason other than a fault of CENTILOC or force majeure, the Client shall be liable to CENTILOC for a penalty equal to half the remaining cost of the license until the originally scheduled term of the license.

 15.2. Maintenance duration 

The duration of maintenance services, if subscribed to, aligns with the duration of the license. 

15.3. Duration of other services 

Other services are concluded for the duration of their implementation. 

16. COLLABORATION OF PARTIES 

The Client undertakes, in consultation with CENTILOC, to take all necessary measures to promote good cooperation between CENTILOC and its IT team, as well as with all relevant personnel of CENTILOC. CENTILOC and the Client will share their knowledge in a spirit of collaboration for the execution of the license and subscribed services. The parties agree not to hinder, obstruct, delay, or make more expensive, in any way, the execution of the license and subscribed services. The parties undertake to mutually communicate any information they have that would be useful for the execution of the license and subscribed services.

17. PRICE AND PAYMENT TERMS

17.1. Price 

The applicable prices are those mentioned in the quote. Prices are expressed in euros, net, excluding taxes. The VAT rate applicable to the net prices is the rate in force on the day of invoicing. Any additional taxes, fees, duties, or other charges are the responsibility of the Client. CENTILOC reserves the right to modify its prices each year on the anniversary date of the subscription, with a notice period of two (2) months. Following this information, the Client will be free to terminate the subscription with a notice period of one (1) month. Otherwise, the Client will be deemed to have accepted the new prices.

17.2. Payment 

The price for the license and maintenance is payable annually, in arrears, to CENTILOC by direct debit. Payment for other services is made according to the payment schedule mentioned in the quote, either by check or bank transfer. Unless otherwise stated on the quote or agreed upon by the parties, invoices are payable within thirty (30) days from the invoice date. All bank charges, including service fees for the intervention of an intermediary and exchange fees, are fully borne by the Client. In any case, there is no discount for early payment. 

17.3. Late payments 

Any amount unpaid to CENTILOC on its due date will automatically and without notice incur a late payment interest equal to three (3) times the current legal interest rate, calculated from the due date until full payment of the price. Furthermore, in accordance with the provisions of Article D.441-5 of the French Commercial Code, the Client shall be liable for a fixed compensation for recovery costs in the amount of 40 euros per late or unpaid invoice without valid reason. The failure to pay an invoice on time, after an unsuccessful formal notice, leads to the maturity of all outstanding amounts, and CENTILOC reserves the right to suspend the performance of its obligations, particularly maintenance, without prejudice to any other action.

18. SUBCONTRACTING 

CENTILOC is authorized to subcontract all or part of the services associated with the Software license to any subcontractor of its choice.

19. INTELLECTUAL PROPERTY 

CENTILOC remains the sole holder of all intellectual property rights over the Software, as well as all its components and associated documentation. Subscription does not constitute a transfer of CENTILOC's intellectual property rights but only a temporary authorization for use. The Client undertakes not to directly or indirectly infringe CENTILOC's intellectual property rights or its distinctive signs, including its trade name, trademarks, logos, etc., through third parties. 

20. CONFIDENTIALITY 

The Client and CENTILOC may, in the course of their relationship, have access to confidential information from the other party. The parties undertake to keep confidential all information of any nature concerning the other party's activity, of which they have become aware, whether orally or in writing, in connection with the conclusion and/or execution of these terms. Information such as subscription terms and prices, user manuals, and documentation related to the Software, Products, and Firmware, as well as information identified as such, are considered confidential information. Information that is in the public domain in the absence of any fault, information that the receiving party already possessed before its communication, without having received it from the other party, and information communicated to the parties by third parties without any confidentiality obligation are not considered confidential information. The party to whom confidential information is disclosed shall maintain its confidentiality with the same care as it would apply to the protection of its own confidential information and shall not disclose or divulge it to third parties, except with the prior written consent of the other party or as required by law. This confidentiality clause extends to all personnel, for whom all necessary measures must be taken to comply with this obligation. The terms of this obligation are valid for the entire duration of the relationship between the Client and CENTILOC and apply worldwide for five (5) years following the end of their relationship, regardless of the cause. All documents communicated by one party to the other shall remain the exclusive property of the disclosing party and shall be returned upon simple request." 

21. COMMERCIAL REFERENCES 

Notwithstanding the preceding confidentiality clause, the Client expressly authorizes CENTILOC to use its own elements for the purpose of identifying it as a commercial reference for its business activities, such as its corporate name, trade name, logo, group affiliation, and activity, or any other reference information.

22. PROCESSING OF PERSONAL DATA 

In the course of fulfilling orders and, in general, in its interactions with the Client, CENTILOC may process personal data of the Client and its employees and collaborators, and vice versa. In this regard, the parties undertake to comply with the applicable regulations concerning the processing of personal data and respect for privacy, particularly the General Data Protection Regulation of April 14, 2016, also known as the "GDPR," and the Data Protection Act amended by Law No. 2018- 493, known as "LIL 3," of June 20, 2018, and its implementing decree, as well as the rewriting ordinance No. 2018-1225 of December 12, 2018. Each of the Parties, as a data controller within the meaning of the aforementioned regulations, shall be responsible for informing individuals whose personal data is collected and processed and for complying with the regulations in the processing of such data. 

23. LIABILITY 

23.1. CENTILOC's liability 

CENTILOC's obligation consists solely of providing the Software for which the Client has subscribed to the license and the associated services ordered by the Client. 

​• Furthermore, in general, CENTILOC shall not be held liable for damages that do not result directly from its own failure to fulfill its obligations, especially in the following cases: ​Fault, negligence, omission, or failure on the part of the Client, non-compliance with the instructions for using the Software and associated documentation. 

​• Use of the Software in an environment or on a computer configuration that does not meet the technical prerequisites determined by CENTILOC. 

​• Deterioration of the Software by the Client or a third party. 

​• Improper use of the Software by the Client. 

​• Loss, partial or total destruction of transmitted or stored data or information. 

​• Fault, negligence, omission, or failure of a third party over which CENTILOC has no control or supervision. 

​• Modification of all or part of the Software or the information accessible through the Software by a person other than CENTILOC. 

​• Use of all or part of the Software when CENTILOC had recommended suspending its use. 

​• Use of the Software in connection with programs not provided or endorsed by CENTILOC and capable of affecting the Software and/or the Client's data. 

​• Malfunctions in the Client's equipment. 

​• Technical incidents, disruptions on the Internet network. 

​• Interruptions in the supply of electricity, transmission lines, or Internet access provided by public or private operators. 

​• Abnormal or fraudulent use by the Client or third parties requiring the service to be stopped for security reasons. 

​• The nature and content of the information and data created and/or communicated by the Client; in general, CENTILOC cannot be held responsible for data, information, results, ​and analyses originating from a third party transmitted or received through the use of the Software.

Furthermore, CENTILOC does not provide any implicit or explicit warranty regarding the suitability of the Software for the Client's needs. CENTILOC also does not guarantee the results related to the use of the Software. In any case, CENTILOC's liability or warranty shall be limited, for all causes combined, to the direct damage suffered by the Client, knowing that the total amount of damages that could be charged to CENTILOC, including all damages combined, shall not exceed a global cap equal to the net price actually received by CENTILOC for the order subject to the dispute, excluding any indirect damages, any commercial damages, or loss of profit. Thus, CENTILOC cannot assume any responsibility for any direct or indirect, incidental, special damages, such as commercial damage, data loss, loss of orders, damage to the brand image, any commercial disruption, loss of profit, earnings, and/or profits, loss of opportunity, loss of customers, deprivation of use suffered by the Client itself or by a third party. Any action directed against the Client by a third party, particularly a client of the Client, constitutes indirect damage and, therefore, does not entitle the Client to compensation.

23.2 CLIENT liability  

The Client acknowledges having reviewed the technical characteristics of the Software and declares that they have the necessary skills, resources, and equipment to use it. As a professional, the Client uses the Software and associated services at their own risk and under their responsibility, at their own expense, and for their sole benefit. The Client is solely responsible for the use of the Software and the potential harmful consequences thereof, especially for their own clients and Software users. The Client releases CENTILOC from any liability in this regard. The Client undertakes to comply with all obligations arising from these General Conditions and shall ensure that Users to whom they grant access to the Software also comply with these obligations. Lastly, the Client remains solely responsible for compliance with the specific legislation relating to their activity.

24. FORCE MAJEURE

The parties shall not be liable in the event of non-performance of one or more of their obligations caused by one or more force majeure events. Any party that experiences a force majeure event shall notify the other party in writing as soon as possible, indicating the cause of the delay in execution and the foreseeable duration of the delay. The parties may terminate the current order(s) without notice by registered letter with acknowledgment of receipt in the event that the force majeure event persists for a period of thirty (30) days from the notification of the occurrence of the force majeure event, without any party being entitled to any compensation.

25. TERMINATION OF THE LICENSE 

In the event of the termination of the license for any reason whatsoever, the Client must immediately cease all use of the Software. It is expressly stated that, in all cases and regardless of the cause of the termination of the license, the Client shall not be entitled to any reimbursement of the amounts already paid to CENTILOC, which are definitively acquired by CENTILOC.

26. APPLICATION LAW -DISPUTE 

These General Conditions are expressly subject to French law. 

ALL DISPUTES RELATING TO THESE GENERAL CONDITIONS, INCLUDING THEIR VALIDITY, INTERPRETATION, PERFORMANCE, TERMINATION, CONSEQUENCES, AND FOLLOW-UP, SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF AIX-EN-PROVENCE, UNLESS THERE IS A SPECIFIC JURISDICTION RULE, NOTWITHSTANDING MULTIPLE DEFENDANTS OR COUNTERCLAIMS.