LEGAL NOTICES SafeBear, SAS with a capital of 65 464,80 euros RCS 913 424 362, 35 rue du General Foy, 75008 Paris contact@SafeBear.ai Publication Director: Christian Guillon Host: Gandi SAS, 63-65 boulevard Masséna, 75013 Paris, Tel: 01 70 37 76 61 SAFEBEAR – GENERAL TERMS OF SALE SafeBear is a simplified joint-stock company with a capital of 65 464,80 euros, registered in the Paris Trade Register under number 913 424 362, whose registered office is located at 35 rue du General Foy, 75008 Paris, represented by its president Mr. Christian Guillon (hereinafter "SafeBear"). SafeBear is a software development company specializing in the design and publishing of software. It has notably developed expertise and in-depth knowledge in the realization of SAAS solutions and offers to professionals and individuals an online platform for analyzing online publications related to cyberbullying called "SafeBear" (hereinafter the "Service"). These general terms of sale for the Content(s) and Service offered by SafeBear (hereinafter the "General Terms" or the "Contract") govern its relations with users who have subscribed to the offers proposed (hereinafter the "Subscriber"). Minor Beneficiary. In the event that the Subscriber acts on behalf of, for the account of, and in the interest of a minor for whom they have legal charge and responsibility, notably as a parent or guardian holding parental authority, the latter acknowledges having informed themselves of all legal provisions governing their civil and criminal obligations, particularly with respect to third parties regarding the minors concerned, having read and accepted the general conditions of the platforms and social networks used by the minors. The Subscriber acknowledges having read and accepted without reservation the General Terms and the Data Protection Policy prior to the validation of the order(s) for Services. The obligations and duties arising from the General Terms are applicable to the Subscriber and SafeBear (hereinafter together or individually the "Party/Parties") on the day of the confirmation of the order by SafeBear. The General Terms are applicable for the duration of the use of the Service & Content(s). Failing this, and notably in the event of suspension or early termination of the use of the Services, the Subscriber remains obliged to pay the full fee and cannot claim any refund in this regard. IT HAS THEREFORE BEEN AGREED AS FOLLOWS: ARTICLE 1. OBJECT AND DURATION OF THE CONTRACT 1.1. The Contract aims to define the conditions under which SafeBear offers an interface and digital tools allowing the Subscriber to access, use, and/or exploit certain software and other online services of SafeBear described in the appendix (hereinafter, the "Contents"). 1.2. In return for the Services, the Subscriber agrees to pay SafeBear the amounts defined in SafeBear's pricing policies (hereinafter the "Price") as well as to fulfil the various obligations and duties present in the Contract. In accordance with articles L. 221-18 and following of the Consumer Code, the Subscriber, who may be classified as a consumer under the applicable texts, has a right of withdrawal allowing them to request a refund of a contract concluded at a distance and outside of a business establishment. The Subscriber acknowledges and accepts that the legal provisions relating to distance selling provided by the Consumer Code stipulate that the right of withdrawal is not applicable to online services (article L 121.20.4 of the Consumer Code). Thus, for any order of service provision made with SafeBear, the Subscriber has no right of withdrawal. 1.3. The Contract is concluded for an indefinite duration and remains in effect as long as the Subscriber uses the Service and its Contents. Failing this, and notably in the event of suspension or early termination of the use of the Service, the Subscriber remains obliged. ARTICLE 1. PAYMENT OBLIGATIONS to settle the amounts due in full and cannot claim any reimbursement in this regard. The Service is made available for an indefinite duration, the Subscriber being able to terminate it at any time according to the terms in force. ARTICLE 2. OBLIGATIONS OF THE PARTIES 2.1. OBLIGATIONS OF SAFEBEAR 2.1.1. In the context of the Contract, SafeBear declares and guarantees that it has sufficient skills in new technologies and communication to perform the services subject to the Contract in perfect compliance with the rules of the trade and with all due diligence. Given the nature of the obligations and missions presented, the Parties agree that the services performed by SafeBear within the framework of the Service & Contents result from an obligation of means. 2.1.2. SafeBear makes every effort to make the Service & Contents available almost permanently. However, SafeBear may need to interrupt these services for reasons inherent to operational and maintenance constraints. SafeBear cannot therefore guarantee the constant availability of the Service & Contents. Furthermore, it is specified that the Internet network and the computer and telecommunications systems used by the Subscriber in the context of accessing and using the Service & Contents are not free from errors, and interruptions and failures may occasionally occur. SafeBear cannot provide any guarantee in this regard and cannot therefore be held responsible for any damages inherent to said uses of the Internet network and computer and telecommunications systems, including but not limited to: (a) the poor transmission and/or reception of any data and/or information on the Internet; (b) an external intrusion; (c) the failure of any reception equipment or communication lines; (d) any other malfunction of the Internet network preventing the proper functioning and/or smooth running of the Service & Contents. 2.1.3. Finally, the Service & Contents may contain images and/or hyperlinks to websites managed by third parties (hereinafter "Third Party Sites"). SafeBear exercises no control over the Third Party Sites and assumes no responsibility in this regard. These links are provided for informational purposes only, and the decision to consult these Third Party Sites is the sole and full responsibility of the Subscriber. 2.2. OBLIGATIONS OF THE SUBSCRIBER 2.2.1. Before any use of the Service and Contents, the Subscriber agrees to familiarize themselves with all conditions, particularly technical and financial, associated with the Service and Contents and to study all documentation, configurations, options, and ranges of services available to ensure the compliance of the Service and Contents with their needs. The Subscriber acknowledges that access to certain Contents and/or all or part of the Service may be subject to additional conditions, particularly from third-party providers, partners of SafeBear. 2.2.2. The Subscriber agrees to provide SafeBear with all necessary or useful elements and information for the realization of the said services within the necessary deadlines for the proper execution of the services subject to these presents. The Subscriber guarantees that all information and documents that have been or will be provided to SafeBear are and will be accurate, precise, and unambiguous. SafeBear cannot be held responsible for any losses, damages, or deficiencies resulting from inaccurate, incomplete, or otherwise defective information or documents provided by the Subscriber. 2.2.3. The Services & Contents provided under the General Conditions are made available "as is" without any warranty of any kind. SafeBear excludes any verbal or written, express or implied warranty, including but not limited to any warranty of quality, functionality, suitability, or fitness for a particular purpose. The Subscriber assumes all risks associated with the use or performance of the Service & Contents. 2.2.4. SafeBear shall not be liable to the Subscriber for any damages whatsoever, direct or indirect, (including business interruptions, loss of profits, loss of information, files, or other monetary losses without this list being exhaustive) arising from the Contract, the use or inability to use the Service & Contents, even if SafeBear has been advised of the possibility of such damages. ARTICLE 3. ACCESS TO CONTENTS 3.1. Subject to compliance with the Contract and payment of the Price according to the presented pricing schedules, the Subscriber benefits through the Service from access, use, and/or exploitation of the Content(s). In the context of accessing content from third-party partners of SafeBear and accessible from the Service, the Subscriber acknowledges that specific pricing conditions imposed by said partner(s) may apply independently of the conditions of the Contract and the agreed Price. 3.2. The Subscriber acknowledges that additional conditions may apply for access to certain Contents, particularly when these are subject to restrictions from rights holders. Similarly, access to certain Contents may evolve at the sole discretion of SafeBear and/or its third-party partners. 3.3. SafeBear proceeds with the installation of the Service within the indicated deadlines. If necessary, SafeBear may offer training, particularly through documentation, to the Subscriber regarding the use of the Service & Contents and common issues encountered. The Subscriber may not seek the liability of SafeBear in the event of a malfunction of the Service related to installations made by the Subscriber or a third party. 3.4. The Subscriber is not authorized to use the Service for purposes other than authorized access to the Service and Content. Unless otherwise provided in the Contract, or in accordance with applicable law notwithstanding these restrictions, the Subscriber is not authorized, in whole or in part, to copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, modify the source code, modify, disassemble, decompile, create derivative works or remove ownership notices from the Service & Content or software accessible through the platform without the prior written consent of SafeBear. The Subscriber may in no case sell, grant a privilege or transfer reproductions of the Service or Content to third parties in any way, nor rent, lease or license the Service & Content to third parties without the prior written consent of SafeBear, except within the limits of the express permissions of the Contract. 3.5. The Subscriber acknowledges that in the event of default or delay in payment, including partial payment, the latter is liable for late penalties due the day after the payment deadline, and whose interest rate is equal to three times the legal interest rate. Furthermore, any default or delay in payment, even partial, of the amounts due by the Subscriber under the Contract, persisting more than four (4) calendar days after notification of default or delay in payment sent to the Subscriber by email, results automatically and without the need for further notification or formal notice in the possibility for SafeBear to immediately and without notice suspend all or part of the Subscriber's Services (including those that have been paid), refuse any new order or renewal of access to the Services & Content, and terminate, by email, the Contract in whole or in part. 3.6. For reasons related in particular to system security and stability, SafeBear may be required to automatically update, preload, create new versions of the Service & Content or improve them, and consequently, the system configuration required for the use of the software may evolve over time. The Subscriber accepts said automatic updates and acknowledges that this Contract does not confer any right to demand updates, new versions or other improvements made to the Service & Content. SafeBear decides to provide said updates, etc. at its sole discretion. 3.7. Billing. The payment of the Price will be made by a direct debit system on the Subscriber's bank account. The Subscriber will receive an invoice for each period indicating the amount as well as the date of the debit. In the event that the debit cannot be made (insufficient funds in the bank account, account closure...), SafeBear will issue a title for non-payment which will be sent to the Public Treasury responsible for collecting the debt incurred. The Subscriber may revoke the direct debit authorization at any time by informing SafeBear by registered mail. The revocation will be taken into account in the following billing period. All amounts billed by SafeBear to the Subscriber are subject to VAT. 3.8. Payment deadline. Invoices will be payable in Euros upon receipt and no later than 15 (fifteen) days from their date of issue. Any delay in payment will result in the immediate applicability of late penalties at a rate equal to 2.61% and a minimum flat fee of 40 (forty) euros for collection costs, due automatically, without the need for a reminder. ARTICLE 4. AMENDMENT The Parties acknowledge that the content of the Services & Content as well as their pricing conditions may evolve and be modified at any time by the Parties, with the express consent of the Subscriber to the changes proposed by SafeBear. In this case, SafeBear will inform the Subscriber by email of any amendment within thirty (30) calendar days preceding the entry into force of said amendment. The Subscriber may notify their refusal to continue using the Service by terminating the Contract in the forms and conditions provided by it. The absence of termination by the Subscriber from the date of entry into force will constitute acceptance of all proposed amendments. ARTICLE 5. EXECUTION OF THE CONTRACT 5.1. The Parties undertake to execute in good faith the obligations imposed on them by the Contract and to ensure the availability, cooperation, and competence of the personnel for the proper conduct of the Contract. 5.2. The personnel of SafeBear assigned to the performance of the Services remains, in all circumstances, under the administrative control and exclusive hierarchical and disciplinary authority of SafeBear. As the sole and unique employer of said personnel, SafeBear ensures the social and administrative management of its employees. 5.3. In order to ensure the best quality of services, the Subscriber authorizes SafeBear to subcontract part of its obligations under the Contract, according to the needs that it deems necessary. Any subcontractor involved in the context of the Services in accordance with the previous paragraph will be required to comply with this Contract and its annexes. ARTICLE 6. INTELLECTUAL PROPERTY 6.1. SafeBear is the sole owner of the Services & Content in all its components, including, but not limited to, the trademarks and logos of SafeBear, visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, texts, images, data, audio files, other files, and the selection and arrangement of these (collectively, the "Media"), protected by intellectual property rights and associated legal and regulatory provisions. 6.2. Under the terms provided in the General Conditions, SafeBear grants the Subscriber a personal, limited, non-assignable, and non-transferable license to access the Services & Content. This license does not allow the Subscriber to engage in any of the following activities: (a) the resale or commercial use of the Services & Content of the Media; (b) the distribution, public representation, or public display of the Media; (c) the modification or any other derivative use of the Services & Content or the Media, or any part thereof; (d) the use of any data mining methods, robots, or similar data collection or extraction methods; (e) the downloading (except for caching pages) of any part of the Services & Content, the Media, or any information they contain, except in cases expressly authorized on the Services & Content; or (f) any use of the Services & Content or the Media, except for the intended purposes. 6.3. Any use of the Services & Content as well as any information associated with the Contract, except as expressly authorized in these General Conditions, without the prior written permission of SafeBear, is strictly prohibited and may constitute an infringement of intellectual property rights or other laws. SafeBear reserves all rights not expressly granted in these General Conditions. ARTICLE 7. ADVERTISING 7.1. The Subscriber authorizes SafeBear to mention the name of the Subscriber, to reproduce its logo, any visual identification element, and to mention the existence of the Contract as a commercial reference. The Subscriber authorizes SafeBear to include its name on a reference list or any advertising dissemination initiated by SafeBear. In the event of transmission to SafeBear of the Subscriber's logo for the needs of the Contract, SafeBear commits to strictly respect the logo and not to harm the image and reputation of the Subscriber. 7.2. The Subscriber commits, in the context of any commercial promotion of the Content operated under the Contract, to mention the name of SafeBear as the publisher of the Content, and/or, where applicable, the references of the third-party publishers partnered with SafeBear and copyright holders of the presented Content. ARTICLE 8. CONFIDENTIALITY 8.1. The Parties formally prohibit the disclosure of all technical, commercial, or any other information, regardless of the medium, acquired notably through the delivery or preparation of documents, or orally, that they may have come to know about the activities of the Parties and possibly those of their partners. Documents include study notes, plans, calculations, software, results, etc. They may not communicate to third parties, without the written permission of the owning Party, the information and results obtained during their work. This provision applies to information transfers but also to publications, exchanges during meetings, communications, or conferences they may have the opportunity to conduct. Violation of the preceding commitments may lead to the application against the offending Party of the provisions of the Penal Code relating to the obligation of secrecy. 8.2. These confidentiality provisions remain in effect as long as the information subject to this commitment has not entered the public domain and without violation of any obligations resulting from the commitment. In the event of non-compliance with the confidentiality obligation, the victim Party reserves the right for each breach to request the payment of damages that would be due in compensation for the harm suffered. In the event of termination, resolution, cancellation, or nullity of the contract, the Parties commit to: ● return the documents including the computer media provided by the owning Party; ● destroy the intermediate documents they have prepared including the computer media; ● erase the recordings they have made on the hard drive or any other medium; ● also destroy residual documents such as drafts, additional copies they have produced. ARTICLE 9. DATA PROTECTION AND GDPR In the context of their contractual relations, the Parties commit to comply with the applicable regulations regarding the processing of personal data for their respective databases, and notably Law No. 78-17 of January 6, 1978, relating to data processing, files, and freedoms (the "Data Protection Law") as well as the. Transposed Provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (hereinafter, "the European Data Protection Regulation"). The Subscriber shall assume sole responsibility legally incumbent upon it as the data controller and owner of the databases containing personal information that the Subscriber has collected in the course of its activity (hereinafter the "Subscriber Databases"). The Subscriber shall ensure the full exercise of the rights of the individuals concerned in the Subscriber Databases, any database containing personal information concerning them and subject to automated processing, by guaranteeing them a procedure for access, modification, and/or rectification of the data. It is particularly the responsibility of the Subscriber to provide information to the individuals concerned by the processing operations at the time of data collection. It is expressly agreed, on the other hand, that with respect to the Subscriber Databases transmitted to it, SafeBear, in its capacity as a subcontractor, may only act on the instruction of the Subscriber and in compliance with the applicable regulations in this matter. SafeBear undertakes to process the Subscriber's data solely for the purpose(s) for which the subcontracting is made. SafeBear must also ensure the protection of personal data and related processing entrusted to it by the Subscriber. This obligation covers both the physical security of the equipment and the measures taken to control access to the information for each type of authorized personnel. If SafeBear has an IT security policy, it may be communicated, upon first request, to the Subscriber. The files created during processing must not be subject, at the end of the Contract, to any duplication, use, and/or transfer by SafeBear and will be returned to the Subscriber, SafeBear undertaking not to retain any copies, unless these data are necessary for the potential management of claims. If applicable, SafeBear will retain this data for the duration necessary to fulfill this purpose. No right of retention on these files and data may be exercised by SafeBear for any reason whatsoever. ARTICLE 10. TERMINATION FOR CONTRACTUAL DEFAULT 10.1. The Parties are free to terminate the Contract at any time by registered letter with acknowledgment of receipt, respecting a notice period of one (1) month. The Subscriber remains solely responsible for the costs incurred with SafeBear or third-party content providers prior to its termination. 10.2. In the event that the Contract is terminated or cancelled by SafeBear, particularly for violation or failure to comply with the contractual obligations of the Subscriber not remedied within a period of six (6) calendar days, for illegal conduct or activity, of a fraudulent or harmful nature by the Subscriber, SafeBear reserves the right to take legal action to obtain compensation for the damages that SafeBear may have suffered. 10.3. The Subscriber acknowledges that the sums paid under the Contract constitute a final settlement which, in the event of termination or non-use, cannot give rise to reimbursement or compensation from SafeBear. ARTICLE 11. MISCELLANEOUS PROVISIONS 11.1. Any notification concerning the Contract must be sent by registered letter with acknowledgment of receipt, addressed to the registered office of SafeBear. 11.2. The Contract, its preamble, and its annexes which are an integral part of it, contain the entirety of the Parties' agreement on its subject. It replaces and cancels any prior agreement, written or verbal, that may have been made between the Parties in connection with the subject of the Contract. 11.3. In the event that one of the provisions of the Contract is null or cancelled, the Parties will strive to replace it with a provision of the closest legal and economic effect, and the other provisions will continue to produce their effect in accordance with the intentions of the Parties, as they result from the Contract. 11.4. The fact that SafeBear does not invoke at any given time any of the clauses of the Contract or a failure by the other Party to any of the obligations referred to in the Contract cannot be interpreted as a waiver by SafeBear to subsequently invoke any of said contractual stipulations. 11.5. The Parties shall not be liable for the non-performance of their obligations in the event of the occurrence of a case of force majeure. There is force majeure when an event beyond the control of a Party, which could not have been reasonably foreseen at the conclusion of the Contract and whose effects cannot be avoided by appropriate measures, prevents the performance of its obligation. If the impediment is temporary, the performance of the obligation is suspended, unless the resulting delay justifies the termination of the contract. If the duration of the impediment exceeds one month, the parties must consult as soon as possible to examine in good faith the evolution of the contract. If the impediment is definitive, the contract is resolved by operation of law under the conditions provided for in Articles 1151 and 1151-1 of the French Civil Code, if it seems appropriate to the party that is impeded. Without this list being exhaustive, it is expressly agreed that the following events are considered as cases of force majeure: occurrence of a natural disaster, earthquake, storm, fire, flood, etc., armed conflict, war, attacks, labor conflict, total or partial strike at SafeBear, labor conflict, total or partial strike at distributors, service providers, carriers, postal services, public services, etc., imperative injunctions from public authorities (import bans, embargoes, etc.), operational accidents, machine breakdowns, explosions, negligence of SafeBear. Each Party shall inform the other party, without delay, of the occurrence of a case of force majeure of which it becomes aware and which, in its opinion, is likely to affect the execution of the contract. 11.6. To address the responsibilities that may be incurred by it under the Contract, each Party agrees to take out all necessary insurance policies to cover (i) its professional, tortious or other civil liability and (ii) the specific guarantees granted by SafeBear in the Contract, with an approved insurance company. SafeBear guarantees compliance with tax and social legislation, being up to date with social contributions, and being able to provide proof of compliance with the various applicable obligations in this matter at the first request of the Subscriber. 11.7. Unless expressly authorized in writing by SafeBear, the Subscriber may not sell, rent, transfer, share or grant access to the rights associated with the Contract to anyone else, including, but not limited to, charging anyone for access to the administrator rights of your account. SafeBear reserves all rights and legal remedies available to prevent unauthorized use of the Services & Content, including, but not limited to, technological barriers, IP mapping, and, in serious cases, contacting your internet service provider (ISP) regarding such unauthorized use. 11.8. It is expressly agreed that the data from SafeBear's information system or its subcontractors, such as connection logs, consumption statements, order and payment summaries, service management reports or others, are fully enforceable against the Subscriber and admissible, including in the context of litigation procedures. ARTICLE 12. APPLICABLE LAW & COMPETENT JURISDICTION 12.1. The Contract is governed by French law. 12.2. The Parties agree, before initiating legal proceedings, to seek an amicable solution to their dispute: for this purpose, the Party that believes a dispute has arisen shall notify the other by registered mail, outlining the terms of the dispute. A meeting must take place within fifteen (15) calendar days of sending this letter, and if no amicable solution has been reached within thirty (30) calendar days, each Party may initiate any legal proceedings it deems appropriate. 12.3. Any dispute concerning the validity, interpretation or execution of the Contract that cannot be resolved amicably by the Parties shall be brought before the competent courts of Paris.