Terms of Service and Sales Conditions

PREAMBLE

HUNGRY BUDDY (hereinafter “COMPANY”), a SAS with a share capital of €25,000.00, whose registered office is located at 16 Rue Marteville, 35000 RENNES, registered with the Rennes Trade and Companies Register under number 924 995 426, represented by its President, Mr. Vincent LABASSE, has developed a solution entitled Supperhero (hereinafter “SUPPERHERO”). It is an online platform, accessible via the following website: https://www.supperhero.io.

SUPPERHERO allows culinary content creators (hereinafter “CREATOR(S)”) to share their content with third parties (hereinafter “VISITOR(S)” or “SUBSCRIBER(S)”), and to monetize these shares according to several modalities described below. The CREATOR, the VISITOR, and the SUBSCRIBER are individually referred to as the “USER” and collectively as the “USERS.”

Within these Terms of Service and Sales Conditions (hereinafter TOS), the COMPANY, the CREATOR, the VISITOR, and the SUBSCRIBER shall be individually referred to as the “PARTY” and collectively as the “PARTIES.”

Any creation of an account by a USER to access the advanced features of SUPPERHERO constitutes full and unconditional acceptance of these TOS as well as the Privacy Policy.

1. OBJECT

The purpose of these TOS is to govern the contractual relationship between the COMPANY and the USERS and to establish the rights and obligations of the COMPANY on one hand and the USERS on the other, in relation to the use of SUPPERHERO.

2. DURATION

These TOS apply for the entire duration of the chosen subscription and remain in effect for one year following its expiration.

For CREATOR(S), these TOS apply for the entire period during which their account is active and continue to remain in effect for one year after its closure.

3. DESCRIPTION OF SUPPERHERO

3.1. Access to SUPPERHERO

SUPPERHERO is accessible online via the URL www.supperhero.io/ or through the same URL followed by the CREATOR’s “username.” Visitors can view certain public content, but their access is limited to features available to all. A free subscription allows users to create a personal account at no cost. This status grants access to a limited set of features. Paying subscribers benefit from full access to SUPPERHERO’s premium features as well as to the offers and services that the CREATOR has reserved for them, subject to the payment of a subscription fee.

Creating a CREATOR account requires a username and a password, strictly personal, for which the USER is responsible for maintaining confidentiality.

At the time of registration, the CREATOR may connect their social media accounts (Instagram, YouTube, TikTok, etc.) in order to transfer their existing content onto SUPPERHERO and to consolidate all of their content under a single URL created by SUPPERHERO. This will allow SUBSCRIBERS to have access to the entirety of the CREATOR’s content in a single, web-accessible solution.

3.2. Features of SUPPERHERO

SUPPERHERO allows:

• The creation of a CREATOR or SUBSCRIBER account,

• A secure process for the handling, transmission, and storage of data.

SUPPERHERO grants the CREATOR:

• The ability to publish culinary recipes on their account, accessible to SUBSCRIBERS in a centralized manner without algorithmic filtering, thereby ensuring maximum visibility,

• The ability to host live sessions,

• The ability to monetize certain exclusive content through paid subscriptions (hereinafter “Premium Subscriptions”),

• The ability to connect their social media accounts to SUPPERHERO in order to import existing content and consolidate all content under a single URL,

• The ability to access, on their SUPPERHERO account, all statistics related to subscriptions, engagement rates, and the available monetization balance,

• The ability to display affiliate links to an online store on SUPPERHERO.

SUPPERHERO grants the SUBSCRIBERS:

• The creation and management of a user profile,

• The ability to choose a subscription type,

• The ability to view all the content, recipes, and live sessions of the CREATOR to whom they are subscribed, in accordance with the terms of the chosen subscription,

• The ability to tip the CREATOR an amount of their choice,

• The ability to save their favorite recipes,

• The ability to share their favorite recipes,

• The ability to benefit from optimized display options to facilitate cooking with their phone,

• The ability to interact with the CREATOR through likes, comments, and to participate in discussion groups with the CREATOR and SUBSCRIBERS, according to the terms of the chosen subscription and within the limits of their obligations as described in these TOS, particularly in section 5.2.

3.3. Availability of SUPPERHERO

Access to SUPPERHERO is available 24 hours a day, 7 days a week, subject to the occurrence of a force majeure event, any potential breakdown, or any maintenance operations necessary for the proper functioning of SUPPERHERO. In this regard, the COMPANY is obligated to use its best efforts.

USERS acknowledge that the information transmitted or stored on SUPPERHERO may be intercepted or altered independently of the COMPANY’s control.

Notwithstanding any provision to the contrary in the TOS, USERS acknowledge and agree that the availability of SUPPERHERO is notably linked to the availability of Internet connection services and other Internet functionalities, and that the transmission capacities of the Internet, due to their operational complexity, may be unequal and uncertain. Consequently, the COMPANY shall not be held liable for any failure in fulfilling any representation, warranty, or commitment under these TOS that results from or is related to the unavailability of Internet connection services or other Internet functionalities.

4. SUBSCRIPTIONS AND FINANCIAL TERMS

4.1. The different types of subscriptions

The CREATOR may condition access to certain content and services on a free (Freemium) subscription which may include, for example:

• Recipes reserved for Freemium subscribers,

• Live sessions reserved for Freemium subscribers,

• The ability to interact with certain content or with the rest of the community.

Certain content or service offers from the CREATORS are available on SUPPERHERO in the form of paid subscriptions, either monthly or annual, the price of which is set by the CREATOR themselves.

These paid subscriptions, called Premium Subscriptions, may include, in particular:

• Exclusive recipes,

• Live sessions,

• Discussion groups,

• Personalized content or advice,

• Commercial benefits.

  
  

4.2. Subscription and cancellation terms

Subscription to Premium Subscriptions is carried out on SUPPERHERO and will only become effective after payment of the fee, according to the terms described below.

Each monthly Premium Subscription carries no commitment, so it can be cancelled at any time.

Each monthly Premium Subscription is subscribed for one (1) month and automatically renews for periods of the same duration. Any cancellation request made by the SUBSCRIBER must be submitted at least twenty-four (24) hours before the end of the subscription period.

In any case, cancellation of a Premium Subscription will only take effect at the end of the current monthly period. Consequently, the SUBSCRIBER will have access to the CREATOR’s content until the end of the current subscription period and shall not be entitled to any compensation or refund for the current subscription fee.

4.3. Financial Terms

4.3.1. Amount and payment terms

In exchange for the Premium Subscription allowing access to exclusive content, the SUBSCRIBER must pay the subscription fee. This amount is set by the CREATOR and is quoted in euros, excluding taxes.

Payment will be made monthly on SUPPERHERO. All payments by SUBSCRIBERS will be received and processed by a third-party payment provider approved by the COMPANY.

In the event of late payment, the SUBSCRIBER’s account will be suspended for the period between the day following the scheduled payment due date and full settlement of the outstanding subscription fee.

Additionally, the SUBSCRIBER may tip the CREATOR, choosing an amount which they will pay under the same terms as described above.

4.3.2. Company Commissions

After receiving the amounts from Premium Subscriptions and/or tips, the COMPANY will compensate the CREATOR the amount net of a commission which it will retain.

The commission rates charged by the COMPANY are set as follows:

• Twenty percent (18.5%) excluding tax for a subscription or a one-time purchase;

• Five percent (5%) excluding tax for a tip.

In any event, the COMPANY retains one point five percent (1.5%) plus twenty-five cents (€0.25) excluding tax per transaction carried out by a SUBSCRIBER on SUPPERHERO.

All taxes will be invoiced in addition at the rate in effect on the date of invoicing.

4.3.3. CREATOR Monetization

To activate monetization, the CREATOR must connect their SUPPERHERO account to a Stripe account, a secure payment provider chosen by the COMPANY. The creation and management of the Stripe account are carried out via the Stripe interface, subject to acceptance of Stripe’s general terms and conditions.

Payments made by users to access content or to support a CREATOR are collected by Stripe. SUPPERHERO charges a commission on each transaction, according to the percentage indicated on the platform at the time of monetization activation.

After deduction of SUPPERHERO’s commission and Stripe’s transaction fees, the funds are transferred directly to the CREATOR’s bank account in accordance with the deadlines and conditions defined by Stripe.

In the event of a breach of the terms of use of SUPPERHERO or Stripe, the CREATOR’s monetization may be suspended or deactivated without notice.

The CREATOR is responsible for ensuring that their activity on SUPPERHERO complies with tax regulations.

5. COMMITMENTS OF THE PARTIES AND OBLIGATIONS

5.1. Obligations of the CREATOR

5.1.1. Lawfulness of the content disseminated

Although the COMPANY does not intervene in the choice of content and leaves the CREATOR complete freedom to disseminate what they wish, the CREATOR is prohibited from disseminating on SUPPERHERO any content, in whole or in part, likely to harm the interests and/or brand image of the COMPANY or of any third party. The content disseminated by the CREATOR is understood in a broad sense to include posts, live sessions, interactions with SUBSCRIBERS in discussion groups or comment sections, as well as content accessible via affiliate links available through SUPPERHERO.

More specifically, the CREATOR is prohibited from publishing any content, in whole or in part, that:

• Is not directly related to culinary content, the very essence of SUPPERHERO;

• Contains insulting, discriminatory, defamatory, sexist, hateful, or otherwise unlawful statements;

• Infringes upon any rights of third parties, in particular intellectual property rights or personality rights;

• Contains elements of a pornographic nature, including nudity, with sexual connotations or otherwise inappropriate;

• Contains elements of a polemical or political nature;

• Contains elements that in any way disparage the COMPANY or any third party;

• Contains misleading elements regarding the actual quality of the products and services showcased;

• Promotes cosmetic surgery or aesthetic medicine, certain financial products or services, nicotine pouches, subscriptions to advice or sports betting, involving non-domestic animals (with the exception of authorization granted to zoological parks) or any other content now prohibited under Law 2023-451 of 9 June 2023;

• Does not comply with the regulations provided for by Law 2023-451, notably regarding the promotion of medical devices or products containing nicotine, which must be clearly, legibly, and identifiably displayed;

• Does not display the statement “not for persons under eighteen” in relation to the promotion of gambling and games of chance;

• Fails to specify the presence of filters, retouching (by the statement “edited images”), or AI-generated images (by the statement “virtual images”);

• Contains elements aimed at promoting or presenting in a favorable and attractive manner the consumption of alcohol, in accordance with the law of 10 January 1991 relating to the fight against smoking and alcoholism.

In any event, the CREATOR remains solely responsible for the content they disseminate and warrants that they are the sole owner or, at the very least, possess all dissemination rights. The CREATOR must be able to demonstrate to the COMPANY, by any means and upon first request, their ownership of the rights to the content they disseminate. The CREATOR shall be solely responsible for any claims by third parties asserting ownership of any part of the disseminated content.

The COMPANY informs the CREATOR that they must be completely transparent about the commercial nature of the content when it is disseminated in exchange for monetary compensation or any commercial benefit. The CREATOR must also make the identity of their commercial partner easily identifiable, in a clearly perceptible and accessible manner for the public.

The commercial nature of the content must be highlighted in clear and accessible terms; terms such as “sponso”, “collab”, or anglicisms such as “ad” or “product review” are not sufficiently clear according to digital advertising regulations.

Since the Law of 9 June 2023, the omission of the statement “advertising” / “commercial collaboration” is sanctioned pursuant to Article L.121-2 relating to deceptive commercial practices.

However, the COMPANY cannot be held responsible for the CREATOR’s failure to comply with this commitment, as the CREATOR remains fully responsible for their actions.

5.2. Obligations of the SUBSCRIBER

In addition to paying the subscription fee upon due date, the SUBSCRIBER is obligated to:

• Exhibit reasonable behavior on SUPPERHERO, refraining from posting insulting, discriminatory, defamatory, sexist, hateful, or otherwise unlawful content, as well as content of an inappropriate nature,

• Maintain the confidentiality of the exclusive content to which they have access.

5.3. Obligations of the COMPANY

5.3.1. General obligations

The COMPANY will make its best efforts to provide SUPPERHERO in accordance with the characteristics, notably availability, stated above. In this regard, the COMPANY is obligated to use reasonable efforts.

The COMPANY reserves the right, if it becomes aware of any content that does not comply with the law, good morals, or these TOS, particularly clauses 5.1 and 5.2, to unilaterally interrupt or suspend the CREATOR’s account on SUPPERHERO and to cancel the SUBSCRIBER’s subscription, without delay and without compensation. Furthermore, the COMPANY reserves the right to notify the competent authorities, particularly regarding defamation.

In accordance with its legal obligations, and in particular Article 6 and following of Law No. 2004-575 of 21 June 2004 on trust in the digital economy, the COMPANY will make its best efforts to remove illegal content and/or content that does not comply with good morals and/or these TOS, as promptly as possible.

5.3.2. Acceptance and modification of the TOS

The TOS constitute a binding agreement between the PARTIES. These TOS are accessible at any time on SUPPERHERO and shall prevail, where applicable, over any other version or contradictory document.

The COMPANY may update, modify, and add features to SUPPERHERO, as well as change the names of the features and the technical terms under which they are made available. Any modifications to these TOS will be notified to the USERS. As the USERS only have a right to use the PLATFORM, they cannot oppose these modifications, which may thus occur unilaterally at the initiative of the COMPANY.

The modified TOS shall take effect ten (10) days after the date of notification and, after this period, shall be binding on the USERS.

5.3.3. Security Guarantee

The COMPANY will make its best efforts to provide SUPPERHERO in accordance with industry standards in order to avoid altering data.

The USER acknowledges that, given the state of technology, it is strictly impossible to guarantee, among other things:

• the absence of malicious intrusion into their information system,

• the absence of destruction or alteration, notably due to viruses and/or modification of data, software, and applications used by SUPPERHERO,

• the absence of bandwidth fluctuations and unforeseen issues arising from the access provider.

Furthermore, when the COMPANY communicates usernames/passwords to the USER for the use of SUPPERHERO, the USER acknowledges that these elements are personal and is responsible for preserving their confidentiality. Any access to and use of SUPPERHERO using the USER’s username/password will be considered as access or use performed by the USER. In the event that the security of a USER’s username/password is compromised, they must notify the COMPANY in writing as soon as possible. Upon receipt of such information, the COMPANY will cancel the username/password and access authorizations and provide new ones.

5.3.4. Obligation to Inform

The COMPANY will provide the USER with all useful advice and information regarding SUPPERHERO to ensure a smooth user experience.

If the USER fails to follow the advice and warnings provided by the COMPANY, they will assume the consequences of their choices.

6. EXCLUSIVITY

From the creation of their account and for the entire duration of its activity, the CREATOR agrees to strict exclusivity with SUPPERHERO. Consequently, they are prohibited from collaborating, directly or indirectly, whether free of charge or for a fee, with any competing platform offering a service for showcasing similar content.

A competitor is notably defined as any company, platform, or service whose primary or ancillary activity involves the dissemination, promotion, or monetization of culinary content created by third parties in a format equivalent to that offered by SUPPERHERO.

Any breach of this obligation shall result, by operation of law and without prior notice, in the termination of the Contract and the suspension of the CREATOR’s account.

7. INTELLECTUAL PROPERTY

The COMPANY declares that it possesses all the necessary rights for the proper execution of its contractual obligations and grants the USER a right to use SUPPERHERO.

In this regard, the USER acknowledges that they may only use SUPPERHERO within the scope of their account and/or subscribed subscription, for their internal needs and for their own account, excluding any use on behalf of third parties.

The COMPANY retains all rights it holds over SUPPERHERO, its source codes, its graphic charter, as well as all associated documentation.

The USER benefits from a strictly personal right of use; they may not transfer all or part of said rights of use, whether in the context of a temporary assignment, a sub-license, or any other contract providing for the transfer of said rights. They therefore agree to:

• Not to reproduce, either permanently or temporarily, the source code of SUPPERHERO in whole or in part by any means and in any form,

• Not to translate, adapt, arrange, or make any other modification to SUPPERHERO,

• Not to commercialize in any manner, whether free of charge or for a fee, SUPPERHERO or its copy, including leasing.

Any representation or reproduction, in whole or in part, constitutes infringement punishable under Articles L335-2 and following of the Intellectual Property Code.

The COMPANY’s trademarks as well as its logos present within SUPPERHERO are protected trademarks and signs. Any total or partial reproduction of these trademarks or logos, made from the elements of SUPPERHERO without the express and prior authorization of the COMPANY, is therefore prohibited.

The CREATOR warrants that they are the sole owner of the content they disseminate and that it does not infringe upon the rights of third parties, understanding that, in accordance with established case law, culinary recipes as such are not protected by copyright. They may therefore be reproduced. However, their representation on any medium will be protected by copyright if it meets an originality criterion.

As each CREATOR holds copyright on the original content they disseminate, the SUBSCRIBERS agree not to infringe upon these rights by reproducing, copying, modifying, arranging, or adapting this content.

However, the COMPANY does not guarantee the proper respect of the CREATOR’s intellectual property rights by the SUBSCRIBER or by anyone else.

8. DATA PROCESSING

8.1. Personal Data

The COMPANY acts as a data controller in accordance with the applicable regulations concerning the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable from 25 May 2018 (hereinafter, “GDPR”).

In the context of the management and operation of SUPPERHERO, and in particular with regard to account creation, the COMPANY is authorized to process the personal data of the USERS. The COMPANY collects, in particular, identification and contact data (name, first name, email address, country of residence, phone number, links to social networks).

The COMPANY undertakes to collect only the personal data strictly necessary for the aforementioned purposes, and to store them on servers located in countries within the European Union.

The COMPANY undertakes to process personal data solely for the purpose of providing and managing SUPPERHERO and in accordance with its contractual commitments and the regulations in force. The COMPANY ensures that access to the processed personal data is limited to strictly authorized personnel.

The COMPANY undertakes to preserve the confidentiality as well as the integrity of personal data, including by its personnel authorized to process personal data. The COMPANY ensures that persons authorized to process personal data have personally committed to maintaining the confidentiality of such data or are subject to an appropriate legal confidentiality obligation.

The COMPANY implements appropriate technical and organizational measures to ensure security and protect personal data against alteration, loss, destruction, unauthorized disclosure and/or unauthorized access, whether accidental or unlawful. The COMPANY undertakes to notify and indicate the nature of any breach, the estimated number of persons affected by the breach, the contact details of the point of contact capable of providing information regarding the breach, the probable consequences, and the measures taken to mitigate the possible consequences of the breach, as soon as reasonably possible after becoming aware of it.

8.2. Use of Data

The USER is solely responsible for the quality, lawfulness, and relevance of the data and content they transmit to the COMPANY.

Consequently, the COMPANY disclaims all liability in the event of non-compliance of the data and/or content with laws, regulations, and public order.

9. LIABILITY

Each PARTY is responsible for the performance of its contractual obligations, under the conditions provided in these TOS and particularly within the limits set forth below.

The PARTIES agree that the COMPANY’s liability, regardless of its basis, may only be invoked for direct damages suffered by a PARTY as a result of a contractual fault attributable to the COMPANY and duly proven.

Under any circumstances, the COMPANY shall not be liable for:

• Indirect damages,

• Abnormal, illegal, or non-compliant use of SUPPERHERO by a USER,

• Content disseminated by the CREATOR, whether regarding its legality, its adherence to good morals, or its respect for the intellectual property rights of third parties,

• Deficiencies in a USER’s computer system that would compromise access to SUPPERHERO,

• Any infringement of the CREATOR’s intellectual property rights not attributable to the COMPANY,

• Statements made by SUBSCRIBERS, whether regarding their legality and/or adherence to good morals,

• Any inability to access SUPPERHERO not attributable to the COMPANY,

• Loss of turnover, profits, or anticipated savings, loss of data, or costs incurred for implementing substitute technologies or services even if the COMPANY was aware of the possibility of such damages occurring,

• More generally, damages arising from any breach of these TOS by a USER or by a third party,

• Any service not performed by the COMPANY,

• The content of the information transmitted by the USER, in any respect.

The COMPANY is not in any way responsible for any consequences arising from the relationship between the CREATOR and the SUBSCRIBER, so that the COMPANY’s liability cannot be sought in the event of recourse exercised by one party against the other.

The provisions of this article shall survive the expiration and termination of the TOS for any reason.

10. TERMINATION

10.1. Termination for breach

As mentioned above, the COMPANY may suspend or close the account of any USER who does not comply with these TOS, without delay and without prejudice to any damages to which they may be entitled.

In particular, it shall be authorized to terminate the subscription by operation of law under the following conditions:

• The COMPANY, notably in the event of non-payment by the SUBSCRIBER of invoices issued for the chosen subscription, or in the event of the SUBSCRIBER’s failure, whether occasional or repeated, to comply with all or part of the obligations described in these TOS;

• The SUBSCRIBER, in the event of the COMPANY’s serious and repeated breach of obligations relating to SUPPERHERO’s non-compliance with its aforementioned description, if such breach is directly attributable to the COMPANY and detrimental to the SUBSCRIBER;

• The COMPANY in the event of the CREATOR’s failure to comply with the exclusivity commitment in accordance with Article 6 of this Contract.

10.2. Effects of termination

It is understood that, in the event of termination or suspension of a subscription as well as account closure justified by non-compliance with these TOS, the USER:

• Will not be entitled to any refund for the current subscription;

• Will have their subscription immediately suspended and will no longer have access to SUPPERHERO, and their username/password will be deactivated;

• Specifically, CREATORs whose accounts have been suspended, notably for failure to comply with the exclusivity commitment, will not be entitled to any refund, including for the amount of current subscriptions and/or tips for the period in question.

11. . MISCELLANEOUS

11.1. Force Majeure

The PARTIES shall not be liable for loss, damage, delay, non-performance, or partial performance resulting directly or indirectly from a cause that could be interpreted by a French court as a force majeure event (i.e., a “Force Majeure Event”). Moreover, the PARTIES agree that a Force Majeure Event shall include, in particular, the following events: terrorist attacks, acts or omissions of a public authority, disturbances, rebellions, insurrections, riots, acts of terrorism, pandemics, wars (declared or undeclared), acts of a similar nature, natural disasters.

The PARTY whose performance of obligations is prevented by a Force Majeure Event shall be released from its obligations for as long as the event persists and shall continue to take reasonable measures to resume the performance of its obligations. It shall immediately inform the other PARTY by any means and describe, in sufficient detail, the circumstances giving rise to the Force Majeure Event. If any Force Majeure Event prevents, disrupts, or delays performance by the COMPANY for more than thirty (30) consecutive days, either PARTY may, at any time, terminate the subscription by sending the other PARTY a written termination notice, without any compensation to either PARTY. The PARTIES shall, as far as possible, endeavor to mitigate the effects of Force Majeure Events by cooperating.

11.2. Assignment

The COMPANY may assign the contractual bundles to any legal entity continuing the COMPANY’s activity in the event of a merger, acquisition, or sale of all or a substantial part of the COMPANY’s assets.

11.3. Independence

Each of the PARTIES retains its full and complete independence. No provision of these TOS shall be construed or interpreted as creating a joint venture between the PARTIES, an employer-employee relationship, or establishing a principal-agent relationship.

11.4. Freedom of Action

The CREATOR acknowledges that the COMPANY remains free to have similar services performed for third parties.

The COMPANY acknowledges that the CREATOR remains free to have similar services performed by other providers.

11.5. Subcontracting

In the context of operating the Supperhero platform and providing its services, the COMPANY may engage subcontractors to ensure certain essential functions, including, but not limited to:

• Payment processing (via Stripe);

• Data hosting and security (via Supabase);

• Performance and statistical analysis (via Google Analytics);

• Technical assistance and customer support;

• Communication and emailing services.

Supperhero undertakes to select subcontractors who comply with applicable security and confidentiality standards, in accordance with the General Data Protection Regulation (GDPR) and any other applicable legislation.

User data may be transmitted to subcontractors only to the extent necessary for the provision of the services. Each subcontractor is contractually obligated to ensure the protection, confidentiality, and integrity of the data in accordance with legal obligations and industry standards.

Any significant change in subcontractors involving substantial processing of personal data will be subject to prior notification to users in accordance with applicable regulations.

11.6. Severability

If one or more provisions of these TOS are held to be invalid or declared as such in application of legal or regulatory provisions or as a result of a final decision of a competent court, the remaining provisions of these TOS shall remain in effect.

12. . AMICABLE SETTLEMENT

In the event of a dispute, disagreement, or claim arising from or relating to these TOS (and in particular any dispute concerning their validity, interpretation, breaches, or termination (hereinafter the “Dispute”)), the PARTIES shall, before submitting such a Dispute to the jurisdiction referred to in the “Governing Law and Territorial Jurisdiction” article, attempt to find an amicable resolution to their Dispute.

Firstly, one of the PARTIES shall send to the other PARTY a request for a conciliation meeting by registered letter with acknowledgment of receipt (hereinafter the “Conciliation Notice”).

If an agreement is reached within thirty (30) days from the receipt of the Conciliation Notice, it must be formalized in writing and signed by the PARTIES. Such a written and signed agreement shall be considered an amendment.

Failing an amicable solution within this thirty (30) day period following the receipt of the Conciliation Notice, the PARTIES shall resume their full rights of action.

13. . GOVERNING LAW AND TERRITORIAL JURISDICTION

These TOS are governed by French law, both in terms of form and substance. In the event of a translation into a foreign language, only the French version of the TOS shall be authoritative.

IN THE EVENT OF A DISPUTE RELATING TO THE CONTRACT, AND IN PARTICULAR CONCERNING ITS VALIDITY, PERFORMANCE, OR INTERPRETATION, THE PARTIES SHALL MAKE EVERY EFFORT TO RESOLVE THEIR DISPUTE AMICABLY UNDER THE CONDITIONS SET FORTH IN THE “AMICABLE SETTLEMENT” ARTICLE ABOVE. FAILING AN AMICABLE AGREEMENT WITHIN THE TIMEFRAME PROVIDED IN SAID ARTICLE, EXPRESS JURISDICTION IS GRANTED TO THE COURTS OF APPEAL OF RENNES (EXCEPT WHERE EXCLUSIVE JURISDICTION IS GRANTED TO A DIFFERENT COURT), NOTWITHSTANDING THE MULTIPLICITY OF DEFENDANTS OR JOINDER OF INDEMNITORS, EVEN IN THE CASE OF EMERGENCY OR CONSERVATORY PROCEDURES, WHETHER SUMMARY OR BY REQUEST.