GENERAL TERMS AND CONDITIONS OF SALE (Version of August 8, 2023)

Screeb markets a platform, Product Discovery & User Research Solution, enabling operators of Digital Support (Clients) to analyze the behavior of their End-Users in real time and to ask them questions. Through its Solution, Screeb provides certain Services relating to acquisition, End-Users analysis and feedback management.

Screeb's relationship with its Clients is governed by these General Terms and Conditions of Sale or GTC. Screeb reserves the right to modify the GTC at any time, it being specified that those applicable are those in force on the date of each Order.

The GCS have been drafted in the French language. In the event of any discrepancies between this version and the foreign language version, the French version shall prevail.

" GTC " refers to these General Terms and Conditions of Sale;

"Client(s)" refers to the company identified on the Order;

"Order(s)" refers to the subscription by the Client to Screeb for access to the Solution including various Services according to the subscription package chosen and designated on the order form where applicable;

"Monthly Tracked Users or MTU" refers to the number of Users who have logged on to the Client's Digital Support at least once in the last 30 days. MTUs are the number of unique Users who have triggered at least one event in the application over the last month. For SaaS or mobile applications, MTUs generally correspond to the number of Users who logged on during the month. If most Users are not logged in, the MTU is similar to the number of unique monthly sessions;

" Displays " refers to the number of times the first question has been displayed to an End-User using the Client's Digital Support;

"End-User(s)" refers to visitors of the Digital Support;

"Contract" means, together and in descending order of importance: the order form, these GTC and the Data Processing Agreement at the date of the order and, where applicable, the special conditions added to the order form governing the contractual relationship between the Parties;

"Party(ies)" means the Client and/or Screeb;

"Service(s)" refers to the services provided by Screeb in application of the Contract, in particular the licensing of the Solution for the (i) number of Users and/or End-Users and/or Displays, and (ii) the Digital Support determined in the order form;

"Solution" refers to all the computer applications required to operate Services included conversational questionnaire platform Service offered by Screeb;

"Digital Support" means, but is not limited to, a website or a mobile application perated by the Client and specified in the order form;

"User(s)" refers to the Client's employees and/or third parties under its responsibility.

These General Terms and Conditions of Sale govern the contractual relationship between the Parties in the performance of the Solution. They shall apply notwithstanding any stipulations to the contrary contained in other documents, including the Client's general terms and conditions of purchase.

In the event of any contradiction between the terms of the purchase order issued by Screeb and the GTC, the contractual provisions of the purchase order shall prevail over those of the GTC.

The Client acknowledges that a purchase order issued by the latter is not necessary and that it would only serve administrative purposes, none of its terms will be applicable, the relationship between the Parties being subject only to the Contract.

Upon request and where applicable, Screeb will mention the Client's purchase order number on its invoices (for administrative conveniencé only) insofar as the Client provides such purchase order reasonably prior to the invoice date.

The Client chooses online the subscription package for the use of the Solution that corresponds to his/her needs, and accepts its conditions before any use. The different packages are detailed here.

Subscription package prices are determined according to the number of MTUs and the various Services offered by Screeb, depending on the package chosen. Beyond the number of MTUs established for each subscription package, the Display of analyses and questions is blocked́ until the following month, the User and/or Client is alerted by e-mail and on his/her account.

Unless otherwise specified, Screeb offers a free 14-day trial period for each subscription package, starting from acceptance of the GTC. At the end of these 14 days of free use, and in the event that the Client wishes to continue using Screeb's Solution, the Client will be invoiced for the amount corresponding to the package chosen and under the conditions herein.

Following the elaboration of a customized package, only the delivery to the Client of an order form accompanied by the present General Terms and Conditions constitutes a firm offer from Screeb, valid for 30 days from the date of dispatch.

Within this period, the Client shall return to Screeb these documents, unamended and signed, by an electronic signature process using a single-use electronic certificate and constituting a reliable identification process guaranteeing its link with the act to which it relates.

The Contract is concluded for a subscription period of one month or one year, at the Client's discretion. The effective date of the Contract is the date indicated on the order form or, where applicable, the date of acceptance hereof.

At the end of the period chosen by the Client, the contract will continue by tacit renewal, for the same duration, unless terminated before the expiry date, directly in the Client account: "Account Settings>Billing> Downgrade to Free plan" or by contacting the appropriate Client Success Manager by telephone, email or livechat.

Before the end of the subscription and for the duration of the contract, Clients can export their data (via csv export) directly from their account.

Screeb grants the Client a personal, non-exclusive, non-assignable and non-transferable right to use the Solution internally, in accordance with the present terms and conditions, for the exclusive purpose of carrying out the User Services for the entire duration of the Contract and for the entire world.

The right of use refers to the right to represent and use the Solution in accordance with the present terms, in particular for the sole purpose of the Users and/or End-Users and/or contacts designated in the order form and on or from the Digital Media.

Except as expressly provided for in the order form, the Client may not under any circumstances (i) make the Solution available to any third party whatsoever (only Users and/or End-Users and/or contacts have access to the Solution) with the exception of the companies and entities of the group to which it belongs and which are expressly specified in the order form, (ii) and strictly prohibits any other use and in particular any adaptation, modification, translation, arrangement, combination with software, distribution, decompilation, maintenance, without this list being limitative.

As an exception, Screeb authorizes the Client to incorporate the code of Screeb's SDKs into the Client's software for the sole purpose of performing the Services defined in the order form. The Client is expressly prohibited from reverse engineering or decompiling the SDKs supplied by Screeb.

The Solution is fully and exclusively accessible online and is subject to the technical hazards inherent in the Internet, and to any access interruptions that may result. Consequently, Screeb shall not be held liable for any unavailability or slowdown of the Solution as a result.

Screeb makes every effort to make the Solution available 24 hours a day, 7 days a week, regardless of maintenance operations.

In fact, the Solution may occasionally be suspended due to scheduled maintenance operations, in particular to make scheduled or preventive corrections, or to update or perform maintenance operations on its technical infrastructure or network, it being understood that these operations will be scheduled in such a way as to minimize disruptions to the operation of the Solution.

As part of the performance of the Contract, the personal data of the Client's employees may be processed by SCREEB. Under the applicable legislation on the protection of personal data, the Client is responsible for the processing and Screeb is a subcontractor. Under no circumstances will Screeb sell, for any reason whatsoever, personal information or contacts to third parties.

When using the Solution, no personal information is collected from Users without their knowledge. The Solution only collects non-personal, anonymous data that cannot be linked to personal information on a Client account.

In this respect, the Client is solely responsible for the quality, lawfulness and relevance of the data and content collected by the Solution.

The purpose of the Data Processing Agreement is to define the conditions under which SCREEB undertakes to carry out the personal data processing operations defined therein on behalf of the Client.

The Client will be informed of any significant changes that may occur in the protection of personal data.

Screeb stores data with its hosting provider, using network equipment dedicated to data protection and backup. Only authorized Screeb personnel may consult the consolidated statistics generated by the technical solution. Consultation of these anonymous reports is protected by password and personal authentication. Screeb's employees are contractually bound to respect data confidentiality and security. Screeb reserves the right to share anonymously consolidated data in order to improve the quality of its services.

Screeb also monitors the collection of data requested from Users in order to assist in the creation of forms.

For further information on data security, please refer to our Privacy Policy.

The total package price corresponds to access and use of the Solution according to the package and periodicity chosen by the Client.

Unless otherwise stated, the Client has 14 days' free access to the Solution, and may at any time subscribe to additional options or modify the choice of subscription package.

Prices are quoted in euros and include all taxes.

It is expressly agreed that prices will be revised each year on January 1st according to the latest published index of the Syntec Federation, and according to the following formula: P1=P0 x S1/S0

P1 Revised annual price

P0 Original price or n-1

S0 Latest SYNTEC index published when the Contract is signed, or that of the previous revision.

S1 Latest index published on the revision date.

In the event of the disappearance of an index, and in the absence of an amicable agreement between Screeb and the Client on a new index, express authority is granted to the President of the Nantes Commercial Court to define a new index, which will be chosen in such a way as to be as close as possible to the disappeared index.

Unless otherwise specified on the order form, the Client undertakes to pay all invoices in euros within thirty (30) days of their date of issue, by direct debit, SEPA transfer or credit card.

The subscription fee will be due and payable in advance each month or each year on the anniversary date of the Contract.

For "Scale" Clients, you authorize Screeb to debit the credit card or bank account you provide for all charges resulting from the Contract, for as long as you are a Client or your account is in debit.

Invoices are available in the Client account.

Any sum not paid by the due date will be subject to interest on arrears, calculated on the basis of three times the legal interest rate, and to a flat-rate indemnity for collection costs of forty (40) euros.

In addition, thirty (30) working days after a formal notice to pay has remained unsuccessful, Screeb will have the right to suspend all or part of the Solution, until full payment of the sums due, including interest for late payment, without prejudice to the claim for compensation for the loss suffered and the right for Screeb to terminate the Contract.

Each of the Parties assumes responsibility for the consequences resulting from its own faults, errors or omissions, as well as for the faults, errors or omissions of any subcontractors causing direct damage to the other Party.

SCREEB cannot be held liable and no compensation will be due to the Client in the event that the damages claimed by the Client result from a (total or partial) non-performance of the Contract, or from a poor performance of obligations incumbent upon the Client, in the event of indirect and/or intangible damages, such as loss of orders, operating losses, loss of profits, reduction in sales, damage to brand image, as well as any action brought by a third party against the Client.

In any event, SCREEB's civil liability for any damage resulting from the non-performance or improper performance of its services may not exceed, all causes combined, the annual amount collected by SCREEB under the Contract.

The CLIENT undertakes to provide SCREEB with sufficient developer resources, all files, documents and information requested in a clear and precise manner, within the deadlines, in order to meet the access and implementation dates of the Solution.

Furthermore, the CLIENT confirms that it has read and obtained the SCREEB documentation required to assess the feasibility of implementation, and that these conditions will not delay implementation.

Each Party will be released from liability in the event that it becomes impossible to perform all or part of its obligations due to the occurrence of events having the character of force majeure, as generally accepted by jurisprudence.

The Party invoking force majeure must notify the other Party by registered letter with acknowledgement of receipt. The performance of the obligations of the prevented Party will then be postponed for a period equal to that of the duration of the suspension due to this cause. However, after a period of thirty (30) days of interruption due to force majeure, either Party may choose to terminate the Contract by notifying the other Party by registered letter with acknowledgement of receipt.

Each Party declares that it has all the rights and authorizations necessary to fulfill its obligations, without restriction or reservation, in particular for each of the elements that it will make available to the other Party in execution of this Contract.

SCREEB declares that the Solution it has developed is original within the meaning of the French Intellectual Property Code, that it holds all intellectual property rights relating to the Solution, and that it regularly holds the rights to use and/or exploit the third-party software required for its operation.

The Contract does not grant the Client any intellectual property rights over the Solution, which remains the exclusive property of SCREEB.

The Client agrees not to infringe, directly or indirectly, SCREEB's rights and to take all necessary measures to protect its property rights on the Solution.

In the event of an action and/or claim by a third party alleging infringement by the Client of a copyright in the use of the Solution, SCREEB undertakes to indemnify the Client provided that :

- the Client informs SCREEB of said claim as soon as possible;

- SCREEB handles the negotiation or litigation:

- the main cause of the claim is not a modification by the Client of all or part of the Solution provided by SCREEB.

Under the guarantee given, SCRREB undertakes to :

- either modify or substitute the element deemed to be infringing so as to render the Solution free of any infringing element ;

- or rectify the situation by acquiring or granting the prior rights claimed.

In any event, SCREEB undertakes to provide its full support to assist the CLIENT in defending its interests.

In order to benefit from the guarantees provided for in the present article, the CLIENT must notify SCREEB in writing as soon as possible of the existence of a claim or lawsuit, and provide SCREEB with its cooperation, as well as all necessary authorizations to defend the case, settle or sue.

Screeb may use the Client's trade names, trademarks and logos, as provided to it, for the duration of the Contract as a reference, on all media, in particular, websites, commercial or advertising documents.

Any other use is subject to the Client's prior written consent.

Screeb undertakes to treat as strictly confidential all information communicated to it by the Client in connection with the performance of the Contract, and in particular all information concerning the Client's organization, services and, more generally, its business, and consequently undertakes, for the entire duration of the Contract and without any time limit after its expiry, provided that the aforementioned information has not fallen into the public domain, not to disclose it in any capacity whatsoever, in any form whatsoever and to any person whatsoever.

The Parties further undertake to treat as strictly confidential any information communicated by them or by Users within the framework of the Contract. Each Party undertakes not to disclose such information without the prior written consent of the other Party, and will take all appropriate measures to protect such information.

Screeb reserves the right to modify the conditions of access to its Solution and the Services offered at any time. The Client will be notified of such changes at least 3 months before they come into effect, and may terminate the Contract as a result directly in his account.

SCREEB declares that it has taken out civil and professional liability insurance covering the pecuniary consequences that may result from its liability in the performance of the Contract. SCREEB will provide the Client with a current insurance certificate upon request.

Under no circumstances may the Contract be transferred, in whole or in part, for valuable consideration or free of charge, by either party, without the express prior consent of the other party. Notwithstanding, the Client authorizes SCREEB to transfer the Contract to any company in the group to which it may belong, or to any company controlling it or controlled by it, within the meaning of the provisions of article L. 233-3 of the French Commercial Code. The CLIENT will be informed of any such transfer by any useful means chosen by SCREEB.

The Parties undertake always to behave towards each other loyally and in good faith, and in particular to inform each other of any difficulties they may encounter in the performance of this Contract. The Parties undertake to avoid any maneuver whose purpose would be, either directly or indirectly, to deprive the other of rights or benefits of any kind that may be due to it in the performance of the present agreement.

The contract is governed by French law, even if one of the parties is of foreign nationality, and even if the contract is executed in whole or in part abroad.

Any dispute arising from the conclusion, interpretation, performance or termination of the contract shall be submitted exclusively to the “Tribunal de Commerce de Nantes”, notwithstanding multiple defendants, summary proceedings or warranty claims. Failing this, the courts with jurisdiction over the “Cour d’appel de Nantes” shall have jurisdiction.