Terms of Use.

Preamble

These Terms of Use are published and made available online by VISUS TECHNOLOGY, a simplified joint-stock company (Société par Actions Simplifiée) with a share capital of €3,790.00, registered with the Marseille Trade and Companies Register under number 913 932 653, whose registered office is located at 132 boulevard Michelet – 13008 MARSEILLE, represented by its President, domiciled in that capacity at said registered office. (Hereinafter "LYCAON DATA")

LYCAON DATA is a company specialized in Consulting and in the compilation of data in the real estate field in order to make data available in the form of studies to professionals in the sector.

These Terms of Use are intended to provide a legal framework for the relationships between the users of the platform that LYCAON has developed.

Article 1: Definitions

"Subscription": means the commitment entered into by the client when creating their account, which may be monthly or annual.

"Client": means the natural or legal person who has created an account on the platform created and published online by LYCAON DATA.

"Account": means the account created by the Client and/or their users upon first access to the platform.

"Terms of Use" or "ToU": means this document establishing the rights and obligations of each Party in connection with the use of an account.

"Credentials": means the usernames and passwords allowing Users to access the platform.

"Party": means either LYCAON DATA or the User, without distinction.

"Platform": means the website developed and published online by LYCAON DATA for subscribing to plans and ordering services provided by LYCAON DATA.

"Provider": means LYCAON DATA.

"Service(s)": means the services marketed by LYCAON DATA through the Platform.

"User": means any natural or legal person holding an account allowing them to use the services offered by LYCAON DATA through the platform.

Article 2: Purpose – Scope of application

These ToU govern access to the Platform and its use by a natural or legal person who registers in order to access the real estate data provision services for the territory selected by the Client when they take out a Subscription on the Platform developed and published online by LYCAON DATA.

As part of the Services included in the Subscription described above, LYCAON provides a maintenance service, which may be performed by it or by a subcontractor.

These ToU will be accessible at any time from the LYCAON DATA Platform. They shall prevail, where applicable, over any other conflicting document; this service includes:

• Corrective and evolutionary maintenance;
• The provision, excluding implementation costs, of new versions of the Platform;
• The provision, excluding implementation costs, of new standard features of the Platform.

By creating their Account under the conditions set out in Article 4 below, the Client acknowledges having full knowledge of these ToU and having accepted them fully and without reservation. If the Client does not accept these Terms of Use, they will not be able to access the Platform or use the services available on it.

LYCAON DATA reserves the right to periodically amend the ToU to adapt them, in particular to any developments in the services offered by the Platform or to legislative developments. In the event of a change to the ToU, the Client will receive a notification when logging into their Account.

If the Client refuses to accept the proposed changes, they will no longer be able to benefit from the services provided by the Platform. Any use of the Platform following notification of a change to the ToU automatically constitutes acceptance of said changes.

Acceptance of these ToU constitutes express acknowledgment by the Client that the information extracted from the Platform, in particular with regard to the initial acceptance of these ToU, and the notification and acceptance of their successive versions, shall be authoritative between the Parties and shall be fully enforceable.

LYCAON DATA reserves the right to implement reasonable measures to verify compliance with the access conditions set out above, in compliance with the regulations and legislation in force, provided that such measures do not harm the persons subject to them, in any capacity or for any reason whatsoever.

These ToU apply for the entire period of validity of the Client's Account.

Article 3: Term

The ToU apply for a period corresponding to the duration of the subscription selected by the Client after the creation of their account, it being understood that subscriptions may be taken out for a period of one (1) month or one (1) year.

This period is renewable as many times as the subscription is renewed by the Client, whether they select a monthly or annual subscription.

The ToU take effect upon acceptance by the Client, or the User, once they have ticked the box "I have read and accept the Terms of Use" when creating the Account on the Platform.

The User will have the option of deleting the account created for the use of the Platform under the conditions set out in Article 4.4 below.

The Client acknowledges and accepts that, in the absence of information to the contrary by e-mail with read receipt before the end of their subscription, this subscription will be tacitly renewed under the same conditions as the initial subscription.

Article 4: Use of the Platform

It is first specified that a client, as defined above, may be either a professional, whether a natural or legal person, acting in the course of a commercial, industrial, craft, self-employed or agricultural activity, including when acting in the name and on behalf of a third party who is also a professional, or a private individual acting outside of any professional activity.

4.1: Account creation

When a Client creates their Account, they must provide the following information:

• Last name
• First name
• Company name
• Position within the company
• Telephone number
• E-mail address

In this respect, the Client warrants that the information provided is accurate and undertakes to update their Account in the event of any change.

It is further specified that the Account may only be used by its holder, whose information listed above has been provided.

The Client acknowledges in this respect that the Account covered by these terms is strictly personal to them and may not, under any circumstances, be rented, lent, transferred or made available, free of charge or for consideration, for any reason or motive whatsoever, for the benefit of anyone.

The Client undertakes to promptly amend the information they have provided in the event of any change, in particular in the event of a change of telephone number or e-mail address, or any change relating to their company, if applicable. The Client shall therefore remain solely responsible for updating or deleting inaccurate or no longer relevant information contained in their Account.

Upon first use of the Account, a confirmation link will be sent by e-mail to the Client containing the procedure for validating their Account. Once the validation procedure has been completed, the account will be definitively created.

The use and safekeeping of credentials are the sole and entire responsibility of the Client, who undertakes to keep them confidential. Accordingly, it shall be the sole responsibility of the Client to remedy any loss or involuntary disclosure of elements likely to allow a third party to become aware of the Client's Credentials, and LYCAON DATA may under no circumstances be held liable for such disclosure or breach of confidentiality.

4.2: Features related to the use of the Application

Access to the Platform requires that the Client have access to an Internet communication network. No cost related to such access shall be borne by LYCAON DATA.

Access to the Platform will allow:

• Access to the different types of subscriptions offered by LYCAON DATA;
• Ordering studies and analyses of real estate markets according to the modules and subscriptions available on the Platform published online by LYCAON DATA;
• Ordering comparative analyses between various real estate markets;
• Access to the history of orders and invoices
• , of studies and work carried out through the services published online on the Platform.

It is further specified that by accepting these ToU, the Client consents to receiving commercial communications from LYCAON DATA.

4.3: Provision of the Platform

The Services are available and ready to be used once an Account has been successfully created and the Terms have been accepted by the User.

Under the Subscription, LYCAON DATA provides the Client with a hosting service for the solutions contained in the Platform made available to them and for the data created from the use of the Platform, accessible via the Internet.

As part of the hosting service, LYCAON DATA undertakes to implement the reasonable means at its disposal to:

• Monitor the shared server hosting all of its data;
• Monitor the proper functioning of the infrastructure required for hosting;
• Monitor access to the Solutions and the confidentiality of the hosted data.

In this respect, should the Solution no longer be accessible, LYCAON DATA undertakes, as part of its best-efforts obligation, to do everything possible to restore access to the Solution.

LYCAON DATA may, at its discretion, host the Solutions on its own servers or on servers belonging to partners.

The cost of the hosting service is included in the price of the Subscription, up to a storage capacity of 1 GB per user per month.

LYCAON DATA undertakes to implement the reasonable means at its disposal to ensure that the Client benefits from permanent access to the Platform, 7 days a week and 24 hours a day, excluding scheduled maintenance periods.

In this respect, LYCAON DATA guarantees that, outside of service interruption windows required for the performance of technical, maintenance and update operations on the Platform, which will have been notified to the Client in advance by e-mail, the Solutions will be accessible at all times.

LYCAON DATA undertakes, as far as possible and except in exceptional circumstances, to carry out these interruptions during periods in the evening or at weekends, depending on the time required to perform these maintenance operations.

LYCAON DATA also undertakes to use the reasonable means at its disposal to maintain the integrity, security and confidentiality of the data hosted on its servers.

LYCAON DATA may update, decommission or modify parts of the Platform during the term of the contract. This includes any corrective and evolutionary maintenance operation that may be carried out by LYCAON DATA on the Platform.

In particular, LYCAON DATA reserves the right, at its sole discretion, to discontinue at any time the support, distribution, sale or licensing of any of the features of the Platform without any liability of any kind whatsoever.

However, from the notification of the discontinuation referred to in the previous paragraph, the Client shall have a period of thirty (30) calendar days to terminate the Contract under the conditions set out in Article 11 hereof.

4.4: Suspension, deletion and closure of the account

The breach of any of the obligations set out in these ToU by a Client may result, at LYCAON DATA's discretion, in the suspension or closure of the Client's Account.

In the event of suspension or closure of the Account, LYCAON DATA will notify the Client of such suspension or closure by sending an e-mail with read receipt to the e-mail address provided when the Account was created. This e-mail will state the reason(s) for the suspension or closure of the Account and, in the case of a mere suspension, its duration.

When the Account is suspended, it will be impossible for the Client to access or use the Platform for the entire duration of the suspension.

A suspension of the Account may result in its deletion where:

• Serious and/or repeated breaches of these ToU by the Client are established;
• The Account has been suspended several times over the past year;

When the Account is deleted, the Client will no longer be able to access or use the Platform and will not be able to create a new Account. This definitive deletion will be formalized by sending an e-mail with read receipt to the e-mail address provided when the Account was created.

This e-mail will contain the reasons justifying the deletion of the Account and will set out the avenues of appeal available to challenge the decision to delete the Account. It is further specified that these avenues of appeal must be exercised within three (3) months of receipt of the e-mail with read receipt notifying the deletion of the Account.

If the Client whose account has been deleted exercises an avenue of appeal, LYCAON DATA will in turn have a period of three (3) months to reconsider or confirm its decision, providing justification for that decision.

It is understood that the Client has the right to refer the matter to an out-of-court dispute resolution body.

Furthermore, the Client retains the option of requesting the deletion of their Account at any time by making a request to the following e-mail address: tech@lycaon-data.com

In this case, LYCAON DATA will proceed without delay to delete the Client's Account. LYCAON DATA may however retain all data relating to this account for a period of three (3) years from the request for deletion of the Account. At the end of this three (3) year period, LYCAON DATA will delete all data relating to this account.

This deletion automatically entails the termination of these ToU.

Article 5: Financial terms

The services, subscriptions and studies offered by LYCAON DATA will be invoiced according to a fixed price, the financial details of which are specified on the platform published online by LYCAON DATA.

Furthermore, for specific orders and access for groups of more than eleven (11) users, orders will be made on a quotation basis.

In any event, it is agreed hereunder that LYCAON will grant a commercial discount of seventeen percent (17%) in the event of an annual commitment, compared to the same duration taken out by means of monthly subscriptions.

Any late payment shall entitle the Provider to suspend the performance of the Services after formal notice has remained without effect within a period of fifteen (15) days, without prejudice to any termination of the subscription, in accordance with Article 12 below.

Failure by the Client to pay the sums due on the due date shall automatically and without prior formal notice, by the mere fact of the due date passing, render the sums due immediately payable, together with the invoicing of late-payment interest equal to three (3) times the statutory interest rate, plus VAT, payable on the day following the due date shown on the invoice, without prejudice to the suspension of the services until full payment and to LYCAON DATA's right to terminate the Contract under the conditions detailed in Article 12 below.

The Client shall also automatically owe LYCAON DATA a fixed indemnity for recovery costs in the amount of 40 euros. The actual recovery costs incurred by the Provider, exceeding this sum, shall also automatically be borne by the Client, upon simple presentation of the relevant supporting documents by LYCAON.

LYCAON DATA reserves the right to unilaterally change the price of the services marketed on its Platform. In this context, the price of current subscriptions will be maintained until their possible renewal, at which point the new price will apply.

Payment for the Services may only be made via the dedicated platform when a subscription is taken out by the Client or by the User attached to that Client.

Accordingly, the Client acknowledges being informed that the payment platform is entirely managed by a third-party operator acting as an intermediary in complete independence.

In this context, the Client shall pay the subscription amount directly to this intermediary, and this intermediary shall be responsible for remitting to LYCAON DATA the amount relating to the subscription taken out, after deduction of the intermediary's commission. It is understood that the amount of this commission will be included in the amount of the Subscription selected by the Client on the Platform.

Insofar as LYCAON DATA plays no role in the payment of the purchase price of the subscription, LYCAON DATA will not process any of the Client's banking data.

Furthermore, insofar as LYCAON DATA does not intervene in any way in this monetary transfer between the Client and the intermediary, LYCAON DATA may not be held liable for any incident whatsoever resulting from the payment made by the Client to the Intermediary.

Likewise, the Client may under no circumstances be held liable for any incident resulting from the remittance of the amount collected by the intermediary to LYCAON DATA.

The Client's obligation towards LYCAON shall only be fulfilled upon receipt of the payment order for the transfer of the funds to LYCAON DATA's bank account. It is therefore incumbent upon the Client to ensure that the payment actually takes place and that the debited bank account has sufficient funds. LYCAON DATA may need to request additional data for the purposes of verifying the payment method.

LYCAON DATA may under no circumstances be held liable for any ancillary payment fees generated by third parties (for example, and without limitation, mobile operators or banking institutions). LYCAON DATA may under no circumstances be held liable and declines all responsibility for such additional fees generated by external service providers that are in no way related to LYCAON DATA.

In any event, it will be possible to contact LYCAON DATA support at the following e-mail address: tech@lycaon-data.com

Article 6: Confidentiality

The Parties undertake to take all necessary precautions to maintain the confidentiality of the other Party's confidential information and data.

These precautions must be at least equivalent to those taken by each of the Parties to ensure the confidentiality of its own confidential information. The Client is informed that the techniques, methods and programming tools contained in the Services of which it is not the owner are covered by secrecy and by the strictest confidentiality.

Article 7: Intellectual Property – Ownership of results

7.1: Intellectual Property

The Provider remains and shall remain the exclusive holder of all intellectual property rights and other related rights, including illustrations, images, logos, documents, methods, know-how, software, tools or databases, used or developed in the course of the performance of the Services provided to the Client through the Platform.

These intellectual property rights include in particular, without this list being exhaustive, copyrights, trademarks, designs and models, domain names, patents and, more generally, all intellectual property rights governed by French law.

Any reproduction, modification or use, in whole or in part, of the aforementioned rights for any reason whatsoever and on any medium whatsoever without the express agreement of LYCAON DATA is strictly prohibited.

Furthermore, none of the intellectual property rights referred to above may be assigned without the express written agreement of the Provider.

Ownership of the results of the Services, in particular all documents, articles, tables, diagrams, studies, graphic creations and other communication materials produced under the Contract, is transferred to the Client as part of their Subscription.

The Client nevertheless undertakes to use them only on their own behalf and shall under no circumstances have the right to use these results, in particular all documents, articles, tables, diagrams, studies, graphic creations and other communication materials produced under the Contract, in the course of business.

The Client acknowledges and accepts that LYCAON DATA reserves the right to mention the Client's name and to reproduce all or part of the results of the Services performed for them, including after the end of the contractual relationship, on its website and in all of its commercial documentation, in particular, and without limitation, in portfolios, brochures, prospectuses, information leaflets, press releases or press articles, as well as on any other advertising medium, whatever the media used, whether known or not on the date of conclusion of the Contract.

In the event of subscription to the use of the Platform, the Client expressly acknowledges that the Contract does not confer on them any intellectual or industrial property right over it, apart from a non-exclusive right of use for the duration of the Subscription. The Client therefore expressly acknowledges that they have no right, of any kind whatsoever, to intervene, directly or indirectly through a third party, on the Platform.

7.2: Ownership of Results

The Provider assigns to the Client all the results arising from the Services delivered under the Subscription as from their delivery.

This assignment includes, among others:

• The right to reproduce, represent, distribute and use the results for any internal exploitation, on any medium and for any use;
• The right to modify, correct, adapt and, more generally, any act aimed at exploiting the results.

This assignment is granted for the entire world and for the entire term of protection of the intellectual property rights attached to the results.

It should nevertheless be recalled that this assignment covers only the results arising from the Subscription entered into with the Client and has no effect on the intellectual property rights referred to in 12.1, which remain the exclusive property of the Provider.

The results obtained under the Subscription and any other document produced by the Provider in the course of its assignment shall be provided in copy to the Client, who may freely use them within the limits set out above, on a personal basis, strictly within the scope of their business.

However, all reports, diagrams, graphics and, more generally, all documents produced by the Provider for the purposes of the assignment, as well as any intellectual property rights that may be attached to them, remain the exclusive property of the Provider, who may freely dispose of them, and in particular reuse them in the course of its business, subject to compliance with the confidentiality undertaking provided for in Article 6 hereof.

Article 8: Rights granted

The Client's compliance with these ToU confers on them a license to use that is personal, non-exclusive and non-transferable in any capacity whatsoever and for any reason whatsoever, in order to allow the Client to access the Platform.

This license is revocable at any time in the event of a breach of these ToU by the Client.

The Client shall refrain in particular from:

• Copying, reproducing, representing, exploiting or adapting, on any medium whatsoever, and/or allowing a third party to copy, reproduce, represent, exploit or adapt all or part of the Platform and any content relating thereto, including, without limitation, elements such as images, photos, animations, videos, audio files, fonts, logos, illustrations, compositions, works of art, interfaces, texts and any other document (the "Content");
• Extracting all or part of the Platform and/or its Content;
• Extracting or using any modified version of the Platform (in particular any derivative work) of all or part of the Platform and/or its Content;
• Within the limits authorized by applicable law, carrying out any reverse engineering, compilation, decompilation, disassembly or transformation, in any way whatsoever, of the object code of the Platform into source code, or attempting to obtain, in any way, the source code, algorithms or underlying ideas;
• Carrying out any distribution, sub-licensing, assignment, sharing, sale, rental or lending, time-sharing exploitation and, more generally, any exploitation, in any way whatsoever, of the Platform and the Content relating thereto and/or of the right to use the latter;
• Removing or modifying any copyright, trademark or other property right relating to the Platform, whether owned by LYCAON DATA itself or by third parties having granted LYCAON DATA rights over these elements (in particular for the purposes of referencing third-party brands, products and/or distinctive signs);
• Using the Application for purposes other than those expressly authorized by these General Terms.
• Making use, in the course of business and for commercial purposes, of the results forming the subject of the Services provided by LYCAON DATA under the subscription taken out.

This license is granted for the duration of the subscription chosen by the client.

In the event of deletion of the Account, for any reason whatsoever, the license to use granted hereunder shall also terminate irrevocably.

Article 9: Processing of personal data

In connection with the use of the Platform, LYCAON DATA will process personal data concerning the Clients. This data will have been transmitted directly by the User when creating their Account.

The personal data concerned will include in particular the last names, first names, e-mail addresses, telephone numbers and status and position within the company to which the Client belongs.

With regard to the collection, processing and communication of personal data, LYCAON DATA undertakes to comply with the applicable laws and regulations, in particular the provisions of Law No. 2004-801 of August 6, 2004 amending Law No. 78-17 of January 6, 1978 on data processing, files and freedoms, as well as the provisions of European Regulation (EU) 2016/679 of April 27, 2016 on the protection of the processing of personal data, known as the GDPR.

LYCAON DATA undertakes in particular:

• To process only the data necessary in connection with the use of the Platform by the Client and the Users attached to them, and not for its own purposes or on behalf of third parties;
• To ensure that members of its staff who access User data are bound by a confidentiality obligation;
• To keep the processing records provided for by the GDPR;
• To implement appropriate technical and organizational measures to guarantee a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing;
• To ensure that any subcontractors used by LYCAON DATA comply with all the provisions of the GDPR and are subject to obligations identical to those incumbent on LYCAON DATA under these terms with regard to data confidentiality and security;
• To ensure that the servers on which Client data is hosted are located within the territory of the European Union;
• To delete or return to the Client, at the Client's choice, all personal data at the end of the contractual relationship, without retaining a copy;
• To make available to the Client the documentation necessary to demonstrate compliance with all of its obligations;
• To notify the Client of any personal data breach as soon as possible after becoming aware of it;

This data is necessary for the normal operation of the Platform.

The Client has a right of access, rectification, erasure and portability of their data. They also have a right to object to or restrict the processing concerning them and the right to provide instructions regarding the fate of their data after their death.

These rights may be exercised at any time by contacting LYCAON at the following address: tech@lycaon-data.com or via the support contact directly integrated into the Application.

Furthermore, these rights also include a right to lodge a complaint with the CNIL. (https://www.cnil.fr)

The data transmitted by the Client, and by the Users affiliated with them where applicable, is kept in an active database during the performance of these ToU, and is then archived for a period of five (5) years from the end of the contractual relationship, for evidentiary purposes, unless a legal retention obligation applies.

Article 10: Obligations and liability

The Provider undertakes to perform the Services with all necessary diligence, in accordance with professional practice.

The Provider carries out its activity in complete independence and enjoys full freedom in the organization of its assignments. It is solely responsible for the choice of its legal structure and alone determines its working methods, autonomously, without any relationship of subordination whatsoever with the Client.

It is expressly agreed between the parties that the Provider is subject to a best-efforts obligation for the performance of the Services.

The Services are therefore taken out by the Client at their own risk, without any guarantee as to the result of the investments or outcomes, of any kind, arising from the analyses and studies carried out through the platform published online by LYCAON DATA, these results being subject to uncertainties independent of the Services.

Accordingly, the Provider's liability may not be invoked for damage caused by third parties or by factors external to the Provider over which it has no control.

The Provider's liability may not be invoked for damage caused by third parties, including third parties whose intervention was requested, or by factors external to the Provider over which it has no control.

Any delays in starting, implementing or delivering the Services in relation to these deadlines shall not release the Client from their commitments, nor entitle them to refuse payment for the Services.

Under no circumstances shall the Provider be liable for indirect damage suffered by the Client, even if the Provider has been informed of the possibility of such damage. The Parties agree that indirect damage includes in particular loss of customers, loss of orders, any commercial disruption, loss of earnings, loss of profits, loss of data and loss of brand image.

Under no circumstances may the Provider's liability exceed an amount equal to the total sums actually paid by the Client during the six (6) months preceding the loss event in respect of the Services giving rise to the damage.

The Client undertakes to comply with all laws and regulations applicable to the products and services they offer to third parties, and warrants that their activity is lawful. In this respect, they warrant to LYCAON DATA that the Services included in the Subscription will have no illicit or illegal purpose.

The Client expressly acknowledges that they are and remain, throughout the performance of the Contract, solely responsible for the products and services they offer to third parties on the basis of the Services performed by LYCAON DATA, and may under no circumstances hold LYCAON liable in this respect.

The Client undertakes to indemnify and hold LYCAON DATA harmless against the consequences of any complaint, claim or legal action brought by a third party in connection with the products or services offered by the Client on the basis of LYCAON DATA's services.

Consequently, the Client undertakes, at LYCAON DATA's option, to pay directly or to reimburse upon LYCAON DATA's first request all expenses of any kind whatsoever, such as in particular, without this list being exhaustive, all damages, monetary judgments, fines, taxes, penalty payments, settlement indemnities, penalties, restoration costs and publication costs, that may be imposed on LYCAON DATA as a result of the infringement of third-party rights or the breach of a legal, regulatory, contractual or tortious obligation by the Client or by the products or services they offer.

Article 11: Early Termination – Force Majeure – End of contract

11.1: Early termination

In addition to the possibility of terminating the Contract under the conditions set out in Article 4 hereof, each Party may terminate it early in the event of a serious breach by the other party of one of its obligations, not remedied within fifteen (15) days of receipt of a registered letter with acknowledgment of receipt notifying the breach in question, without prejudice to any damages to which it may be entitled.

The following are in particular considered serious breaches giving rise to early termination:

• Failure to pay or late payment of one or more LYCAON DATA invoices exceeding fifteen (15) days;
• Non-compliance by one of the parties with the confidentiality obligation provided for in Article 6 hereof;
• Infringement by the Client of the intellectual property rights of the Provider or its partners over the results of the Services or over the software made available to the Client, including, but not limited to, the obligations arising from Article 7;
• Non-compliance by one of the parties with its obligations regarding the processing of personal data, as provided for in Article 10 hereof.
• Non-compliance by the Client with their non-solicitation obligation set out in Article 13;
• Non-compliance by the Client with the non-assignability set out in Article 14.

In the event of early termination by LYCAON DATA for one or more breaches committed by the Client, the Client shall automatically remain liable for payment of the price of the Services until the end of the term of their Subscription as provided for in Article 3 hereof, without prejudice to any other damages to which LYCAON DATA may be entitled.

11.2: Force majeure

Initially, cases of force majeure shall suspend the obligations of the parties. If the cases of force majeure last for more than thirty (30) days, the Contract may be terminated by either party, without compensation on either side, at the end of an additional period of fifteen (15) days following the sending of a registered letter with acknowledgment of receipt.

The following are expressly considered cases of force majeure, in addition to those usually recognized by case law: total or partial strikes, whether internal or external to the company, lock-outs, severe weather, blockage of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or regulatory changes to forms of marketing, and blockage of telecommunications or electrical power networks.

11.3: End of Contract

At the end of the Subscription, whatever the cause, LYCAON DATA undertakes to return to the Client, within a maximum period of sixty (60) days, all the data that had been provided to it under the Subscription, and to destroy any copy of this data. LYCAON DATA shall remain free to choose the medium and format for returning the data.

Article 12: Independence of the Parties

Neither party may enter into a commitment in the name of and/or on behalf of the other. Furthermore, each party remains solely responsible for its own acts, allegations, commitments, services and personnel.

Each party alone bears the risks inherent in its personal and/or professional activity, and is personally responsible for the related social security contributions and taxes.

Article 13: Non-solicitation

The Client formally undertakes not to hire, poach or solicit LYCAON DATA's personnel, throughout the period of activity of the Account and for a period of twenty-four (24) months following the cessation of activity of that Account, whatever the cause.

In the event of non-compliance with this obligation, the Client shall pay LYCAON DATA, by way of indemnity, an amount equivalent to the gross remuneration received by the employee during the twelve (12) months preceding their departure.

Article 14: Non-assignability

The Contract may not be assigned, rented or made available, in whole or in part, for consideration or free of charge, by either party, without the prior written agreement of the other party.

Provided that the other party has been informed in writing at least one (1) month in advance, the following operations are not subject to the prohibition provided for in the previous paragraph:

• Transfer of its entire business or of an autonomous branch of activity by one of the parties
• Merger-absorption of one of the Parties by another company
• Change of control of one of the parties within the meaning of Article L233-3 of the French Commercial Code.

In any event, in the event of assignment of the Contract by the Client, authorized by the Provider or occurring in one of the cases provided for in the previous paragraph, the Client shall remain jointly and severally liable with the assignee for payment of the price of the Services, throughout the term of the Contract and any extensions or renewals thereof, whether express or tacit.

Article 15: Waiver

Should one of the Parties not avail itself of one of its rights under this Contract, this shall not prevent it from enforcing it subsequently and shall under no circumstances be considered a waiver of that right or of any of the other rights it holds under this Contract.

Article 16: Severability

If any of the provisions of the Contract proves to be illegal, invalid or unenforceable under a rule of law in force or a final court decision, it shall be deemed unwritten, without however entailing the nullity of the contract or affecting the validity of its other provisions, which shall retain their full force and scope.

Article 17: Applicable law and competent courts

The validity, interpretation and performance of the Contract are governed by French law.

This applies to both substantive and procedural rules, notwithstanding the places of performance of the substantive or ancillary obligations.

EXPRESS JURISDICTION IS GRANTED TO THE COURTS WITH SUBJECT-MATTER JURISDICTION WITHIN THE JURISDICTION OF THE AIX-EN-PROVENCE COURT OF APPEAL FOR ANY QUESTION RELATING TO THE VALIDITY, INTERPRETATION, PERFORMANCE OR NON-PERFORMANCE OF THE CONTRACT, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS, INCLUDING FOR URGENT PROCEEDINGS OR PROTECTIVE PROCEEDINGS, IN SUMMARY PROCEEDINGS OR BY PETITION.