Article 1 - RECITALS

1.1 - SUBJECT-MATTER

The purpose of the Seald Solution is to allow a Client to protect the data processed by the application under its control through encryption measures. These general terms and conditions of license and service govern the rights and obligations of the Parties in providing the Seald Solution to Client.

1.2 - DEFINITIONS

Article 2 - PROVISION OF THE SEALD SOLUTION

Subject to Client's compliance with its obligations under the Agreement, Seald will make the Seald Solution available to Client as follows:

1. For Integrated Components, including Updates and Critical Updates, Seald will provide Client with one or more hyperlinks at https://docs.seald.io/sdk/ to download or view:
   • The computer codes related to the Integrated Components, in a form that allows their integration into the Application and the Application Server ;
   • Documentation ;
   • Release notes ;
2. The SaaS Components will be made available to the Client exclusively "as-a-service". In this context, the Client will have access to the Administration Panel accessible at the following address : https://dashboard.seald.io/dashboard/.

Access to and use of the various elements of the Seald Solution by the Client are subject to the license conditions defined in Article 4 below. It is further specified that the provision of the Seald Solution is inseparable from the provision of Services by Seald, these being essential to the proper functioning of the Seald Solution.

Article 3 - EVOLUTIONS OF THE SEALD SOLUTION

Throughout the term of the Contract, Seald may, at its sole discretion, upgrade all or part of the Seald Solution, including the Integrated Components and/or SaaS Components and/or Documentation, provided that such upgrades do not alter the essential functionality of the Seald Solution.

The provisions of the Agreement shall apply to both the version of the Seald Solution used by the Client at the time of subscription and to subsequent versions that are made available by Seald during the term of the Contract.

In the event of changes to Integrated Components, Seald will inform the Client by any written means of the availability of Updates and Critical Updates, which will be made available to the Client under the conditions described in Article 2 above. The Client undertakes to make every effort to integrate the Updates promptly, and in the case of Critical Updates, immediately upon notification by Seald, into its Application and the Application Server. In this context, the Client may benefit from the technical support services defined in Article 5 below.

Seald shall not be obligated to provide any Services or guarantees to Client using an Unsupported Version of the Integrated Components due to the failure to integrate Updates or Critical Updates.

Article 4 - LICENSE

The Seald Solution is and will remain under all circumstances the exclusive property of Seald, which is the sole owner and/or holds all rights necessary to ensure its marketing and to allow its use. Consequently, the Client may not pledge, assign, sublicense, lend or give access to the Seald Solution, whether in return for payment or free of charge.

Without prejudice to the foregoing, and in consideration of the payment of the Fee, Seald grants to Client, for the duration of the Contract, a limited, non-exclusive, non-transferable or sub-licensable license to the Seald Solution.

The license includes the following rights :

1. Regarding the Integrated Components: the right to reproduce, use and integrate the Integrated Components, in accordance with their purpose and the Documentation, as well as the right to adapt the Integrated Components, only for the needs of their integration within the Client's Application, excluding any adaptation modifying the functionalities and purposes of use of the Seald Solution.
2. With respect to SaaS Components: the right to access and use the SaaS Components in accordance with their purpose and the Documentation.

Client is expressly prohibited from making any other use of the Seald Solution, including Integrated Components and SaaS Components. In particular, but without limitation, Client is prohibited from:

• modify, create derivative works of, republish, or transmit all or part of the Integrated Components independently of its Application and Application Servers and/or in a form that dissociates the Integrated Components from the Application and/or Application Servers;
• copy, modify, duplicate, create derivative works, develop, reproduce, republish, or transmit all or part of the SaaS Components, in any form or medium or by any means whatsoever;
• obtain the SaaS Components in source language or all or part of the internal logical or technical documents related to the Seald Solution;
• decompile, disassemble, reverse engineer or otherwise reduce to a form understandable to any person all or any part of the Seald Solution; or
• license, sell, rent, transfer, assign, distribute, display, disclose or otherwise exploit for any commercial or non-commercial purpose, or make the Seald Solution available to any third party except Users.

Client shall use its best efforts to prevent unauthorized access to or use of the Seald Solution and, in the event of unauthorized access or use, to notify Seald promptly.

Article 5 - SERVICES

5.1 - TECHNICAL SUPPORT

Seald will provide the Client with technical support for the integration of the Integrated Components into the Client's Application and Application Server. This service includes only the handling of technical issues raised by the Client in connection with the integration of the Integrated Components into the Client's Application and Application Server.

In this context, Seald is only bound by an obligation of means (“obligation de moyens”). The Client remains solely responsible for implementing the technical and organizational means necessary to be able to integrate the Integrated Components into its Application and Application Server in accordance with the Documentation. In particular, but without limitation, the technical support service does not include:

• the realization, by Seald, of integration services of all or part of the Integrated Components;
• the handling of technical questions whose answers are already included in the Documentation;
• training of the Client's personnel;
• the handling of technical questions or the provision of general recommendations and advice, when it appears that the Client has not implemented the technical and organizational means necessary to proceed with the integration of the Integrated Components within its Application and its Application Server.

In addition, Seald shall have no obligation to provide technical support services to Clients using an Unsupported Version of the Integrated Components, or to Clients using the Seald Solution as part of the "Trial plan" offer detailed in Article 6 of these terms and conditions.

Technical Support services will be provided by Seald in accordance with the relevant provisions of the service level agreement set forth in Article 10.

5.2 - CORRECTIVE MAINTENANCE

Corrective Maintenance includes:

• providing diagnostic services to evaluate any failure, defect or malfunction of the Seald Solution;
• the provision of versions, upgrades, patches, packages that may be necessary to correct any failure, defect or malfunction of the Seald Solution; and/or
• providing other services to correct or work around failures, defects or malfunctions of the Seald Solution.

However, Corrective Maintenance does not include services necessary to correct or remove a failure, defect or malfunction caused by:

• the inappropriate integration of the Client's Integrated Components within its Application and/or Application Server;
• inappropriate use of the Seald Solution by Client and/or the result of third party products (hardware or software) used by Client;
• a serious fault or a serious negligence of the Client;
• any use of the Seald Solution that does not substantially comply with the Documentation;
• any modification or alteration made to the configuration of the Seald Solution by Client without prior authorization from Seald, except for the usual and expected configuration of the Integrated Components.

In addition, Seald shall not be obligated to provide any Corrective Maintenance services to Clients using an Unsupported Version of the Integrated Components, or to Clients using the Seald Solution as part of the "Trial plan" offer detailed in Article 6 of these terms and conditions.

To benefit from the Corrective Maintenance services, the Client must:

• Transmit as soon as possible to Seald any report or description concerning failures, defects or malfunctions encountered by the Client;
• Provide all data and information reasonably requested by Seald to enable it to prepare any corrections and/or workarounds and/or updated versions required under the Corrective Maintenance ;
• Follow Seald's instructions for using and managing the Seald Solution.

Corrective Maintenance services will be provided by Seald in accordance with the relevant provisions of the service level agreement set forth in Article 10.

5.3 - HOSTING

Seald will host the SaaS Components and any items, including any data, stored in, or passing through, the SaaS Components, as part of the normal operation of the Seald Solution.

Hosting Services will be provided by Seald in accordance with the relevant provisions of the service level agreement set forth in Article 10.

5.4 - SUBCONTRACTING BY SEALD

Subject to the more specific provisions relating to the processing of personal data by data processors contained in the personal data processing agreement, Seald may freely subcontract all or part of the Services to any third party of its choice, which the Client accepts without reservation. However, Seald will remain responsible to the Client for the performance of their obligations by the subcontractors.

Article 6 - FEES AND PAYMENT TERMS

6.1 - AMOUNT OF THE FEE

The Fee is determined according to the offer chosen by the Client, the number of users using the Seald Solution in Customer's Application.

The Client acknowledges and agrees that the "Trial plan" offer does not entitle the Client to service level agreements, Seald's warranty, Corrective Maintenance services, and that any data in a trial plan may be removed.

Seald may, at its discretion, adapt the offer subscribed by the Client to a more favorable offer taking into account the number Users over the monthly period.

Unless otherwise agreed between the Parties in writing, Seald may increase any of the Fees upon giving at least 30 (thirty) days notice in writing to the Client, such increase to take effect from the commencement of the next monthly term following expiry of such notice.

If the Client is unhappy with the increase, the Client may give notice to terminate the Agreement at the end of the on-going term by providing at least 15 (fifteen) days' written notice to Seald, such notice to expire no later than the end of the on-going term. The Fees will not increase during the notice period.

6.2 - USE OF SMS

The sending of SMS (in particular in the case of the use of the identity protection plugin in "2-man rule") is invoiced at 0.06€ HT per “credit”.

A “credit” is the unit used by the SMS Service Provider used by Seald (OVHCloud SAS). The number of credits used when sending an SMS varies depending on the country of destination. The prices for a particular country of destination are available here: https://www.ovhtelecom.fr/sms/tarifs/.

The Client is aware that the SMS Service Provider may change the number of credits used to send an SMS to a particular destination at any time without prior notice.

The cost of the credits used for sending an SMS will be added to the amount of the Fee.

6.3 - Conditions de paiement

The Client agrees to pay the Fee for the use of the Seald Solution during the whole term of the Agreement.

Except in the case of special conditions, in case of a monthly subscription, the use of the Seald Solution is billed monthly from the date of Client’s subscription to the Seald Solution.

In the case of a contract period longer than one (1) month, the first invoice of each period corresponds to the payment of all the months of the monthly fee for the contract period for the chosen package and any additional elements not included in this package. Any subsequent invoices for each contract period will be for any additional items not included in that package.

Except in the case of special conditions, in case of an annual subscription, the use of the Seald Solution is invoiced annually from the date of the Client’s subscription to the Seald Solution.

In the case of an annual contractual period, the Client is invoiced at the time of subscription according to a basic Fee agreed between the Parties. This Fee is adjusted on a monthly basis throughout the current annual contractual period in accordance with the Fee schedule set out in this article - the variables being in particular the key quotas and the number of SMS used.

The Client shall provide Seald with all information necessary for invoicing. All invoices issued by Seald shall be issued in Euros. Payment shall be made by direct debit from the Client’s bank account, by bank transfer to the bank account specified on the invoice or quotation, or by credit card via the payment provider Stripe at the beginning of each contractual period.

Prices are always exclusive of French and foreign taxes. The invoices issued by Seald take into account the fiscal and social provisions in force and, in the event that these are modified, the resulting price variations will take effect from the day they are implemented.

In case of late payment, including if it is due to insufficient funds in the bank account or if a change of bank account or bank card has not been reported to Seald, the Client will be charged late payment penalties equal to three times the legal interest rate calculated per month, and a flat fee of 40 euros for collection costs in accordance with Articles 441-6 and D. 441-5 of the French Commercial Code. An additional indemnity may be claimed, upon justification, when the collection costs incurred are higher than the amount of the fixed indemnity.

Non-payment of all sums due, in whole or in part, will also have the effect, upon expiration of a period of 30 days after this date, of allowing Seald to suspend until full payment of the sums due, the execution of the License and the Services subscribed to, notwithstanding the right to claim compensation for the prejudice suffered. The Client will bear alone, in any case, the consequences of this suspension.

Article 7 - OBLIGATIONS OF THE CLIENT

Client expressly acknowledges that it is entering into this Contract under the following circumstances: (i) Client is aware of the essential functional features of the Seald Solution; (ii) Client has accepted that the Seald Solution is not error-free; (iii) Seald has given Client warranties regarding the use of the Seald Solution.

The Client agrees to:

• pay the Fee in accordance with the terms of the Contract;
• Cooperate in good faith with Seald in the performance of the Contract;
• and, use the Seal-SDK Solution in accordance with the terms and conditions set forth in the Contract.

In particular, Client shall be responsible for:

• the management, administration and control of the Application and the Application Server in which the Integrated Components will be integrated;
• prompt installation of Updates released by Seald, at its own expense;
• the application, without undue delay and in accordance with any instructions from Seald, of any corrective measures of any kind concerning the Integrated Components, made available by Seald following a Corrective Maintenance operation carried out at the Client’s request;
• the implementation of and compliance with security measures to ensure the confidentiality of data allowing the Client to connect to the Administration Panel and to prevent access to this data by third parties;
• the adoption of emergency procedures adapted to its own needs and procedures for restarting, backing up and recovering data.

Article 8 - TERM OF CONTRACT AND TERMINATION

8.1 - TERM

The Contract takes effect as of its signature for a period of one (1) month or one (1) year depending on the formula chosen by the Client and is renewable by tacit agreement for periods of the same duration.

8.2 - TERMINATION

Either Party may terminate the Agreement by registered letter with acknowledgment of receipt or by e-mail (support@seald.io for Seald, and the e-mail address provided by the Client upon subscription of the Agreement for the Client), provided that a notice period of one month prior to the anniversary date of the Contract is observed.

In the event of non-performance by one of the Parties of any of its obligations under the Contract, the other Party shall be entitled, as of right, thirty (30) days after formal notice sent by registered letter with acknowledgement of receipt, which has remained without effect, or immediately in the event of non-repairable non-performance or repeated non-performance despite a previous formal notice to remedy, to terminate this Contract, notwithstanding the right to claim compensation for the loss suffered.

Termination of the Contract for any reason or its expiration terminates the License. The Client will only be allowed to access the Administration Panel for a period not exceeding sixty (60) days following the end of the Agreement; it being specified that the Client will not be able to benefit in any way from the Services during this additional period. Client may, if it wishes, request the export of its data as part of Seald's reversibility commitments set forth in Article 11.

The Client undertakes to pay Seald all the Fees due to it for the current contractual period. Any sums of any kind that have already been paid to Seald will be retained by Seald.

Article 9 - REPRESENTATIONS, WARRANTIES AND LIABILITY

9.1 - DECLARATIONS

Client acknowledges that the Seald Solution is standard and has not been developed to meet any specific need of Client. Client shall not hold Seald responsible for the use of the Seald Solution or for any damage resulting from the use of the Seald SDK Solution in contradiction with the provisions of the Contract.

9.2 - GUARANTEES

Each Party warrants that:

• it has the legal capacity to perform its obligations under this Contract;
• this Agreement is accepted by its duly authorized representative; and
• there are no currently existing or binding agreements with third parties whose terms would prevent it from entering into this Contract or make it difficult for it to perform its obligations under this Contract.

Seald guarantees that:

• the Seald Solution will operate, in accordance with the features described in this Contract and the Documentation, at the service level defined in the service level agreement;
• the Encrypted Data does not infringe any third-party rights (including intellectual property rights)
• the Seald Solution does not infringe any intellectual property rights or any other property rights of third parties. The Client undertakes to inform Seald of any infringement of Seald's intellectual property rights of which the Client may be aware. In the event that the Seald Solution becomes or in Seald's opinion is likely to become the subject of a claim by a third party, Seald may, at its option:
  • or provide the Client with the right to continue using it;
  • or modify it to make it non-infringing;
  • or replace it with an adapted, functionally equivalent, compatible and non-infringing software.

Seald's warranty does not cover the consequences of:

• any use of the Seald Solution by the Client that does not comply with its purpose, the Documentation, or the provisions of the Contract;
• any failure or malfunction of the Client’s hardware or the operating system used by the Client, including failures and malfunctions caused directly or indirectly by the integration of the Integrated Components;
• any changes made by Client to the Seald Solution or to the procedures for using the Seald Solution defined in the Documentation;
• any negligence or lack of diligence on the part of Client or its personnel in the ongoing maintenance and management of the equipment used to use the Seald Solution;
• any act committed by a third party or resulting from a case of force majeure;
• any vulnerability contained in the Seald-SDK for which Seald could legitimately justify that it was not aware of;
• any use by the Client of an Unsupported Version of the Integrated Components;
• any loss or inaccessibility of Encrypted Data to a User or of Clear Text Data, including in the context of a reversibility procedure, in the following cases
  • if the Symmetric Encrypted Keys have been revoked for this User;
  • if the Symmetric Encrypted Keys had an expiry date that had passed;
  • if at least one Identity for this User has not been saved by the Client;
  • if that User's Identities were saved by a method explicitly described as "manual" or "unsafe" in the documentation;
  • if that User's Identities were saved using a secret unknown to Seald's servers and that secret is lost, including : -the "twoManRuleKey" of the Seald-SDK Plugin for the "2-man rule" protection; -the "localStorageKey" of the Seald-SDK Plugin for the so-called "localStorage" protection; -the password of the Seald-SDK password protection plugin;
  • the " databaseKey " given at the initialization of the Seald-SDK.
  • if that User's Identities were stored encrypted on media not provided by the Seald service, and that media has been erased, including :
    • the "localStorage" which could be deleted;
    • the file system used by the Application to save the database containing the private keys.
• any compromise (including a data leak) of a User's Encrypted Data in the following cases:
  • if an export has been requested by the Client, and the data leakage results from this export;
  • if an Encrypted Data remains accessible ;
  • if the private keys were backed up by a method explicitly described as "manual" or "unsafe" in the Documentation ;
  • if the private keys were saved using a secret unknown to Seald's servers and the secret is compromised, including :
    • the "localStorageKey" of the Seald-SDK Plugin for the so-called "localStorage" protection;
    • the password of the Seald-SDK password protection plugin;
    • the " databaseKey " given at the initialization of the Seald-SDK ;
  • if the Application is the victim of an attack exploiting a vulnerability in the Application not present in the Seald-SDK allowing to exfiltrate the private keys of an Identity;
  • if the authentication factor used to authenticate the User when using the "2-man-rule" protection Plugin is compromised (e.g. stolen email account or email server);

In addition, Seald shall not be liable for any warranty of any kind to Client using the Seald Solution under the "Trial plan" offer detailed in Article 6 of these terms and conditions.

9.3 - RESPONSIBILITY

Seald will not be liable for loss of profits, loss of business, loss of customers, loss of brand image, loss of data, costs incurred by the Client for the subscription of an alternative solution or for any indirect damage whatever the cause.

Seald's liability for any damages of any kind arising out of or in any way related to this Agreement, regardless of the number of claims, shall in no event exceed :

• in case of annual subscription: per contractual year, 50% of the amount of the Fees paid by the Client to Seald for the year in which the damage occurred;

• in the case of a monthly subscription: three times the amount of the monthly Fees paid by the Client (the monthly reference amount being that of the month during which the damage occurred); up to a maximum of six times the amount of the monthly subscription paid by the Client for each calendar year.

Article 10 - SERVICE LEVELS

10.1 - AVAILABILITY OF SAAS COMPONENTS

Seald is committed to ensuring the following levels of availability of SaaS Components for Plan 1, 2, 3 and 4:

The table above shows the availability levels calculated monthly by the number of days in the month (28/29/30/31). The duration of service interruption is defined as the time from the notification of the start of the incident, either by the Client or via Seald's monitoring procedures, to the formalized notification of service restoration via email or other mutually agreed upon written means of communication with the Client.

The availability commitments only concern the SaaS Components. No unavailability will be counted in case of interruption of the operation of the Seald Solution as a whole, caused solely by an anomaly or other event affecting the availability of the Integrated Components within the Application or the Client’s Application Server, which are the sole responsibility of the Client. Furthermore, Seald shall not be bound by any availability commitment to Client using an Unsupported Version of the Integrated Components, as well as to Clients using the Seald Solution as part of the "Trial plan" offer detailed in Article 6 of these conditions.

Service credits are the Client's sole remedy for non-conforming availability of SaaS Components. Service credits are calculated as a percentage of the monthly Fee due during the month in which the service level was not achieved based on the rate of unavailability over the relevant period of unavailability. For example, in the event of 24 hours of unavailability, the Client will receive a pro rata service credit equivalent to 50% of the monthly fee due for the 24 hour period of unavailability.

Service credits are refunded by Seald on the invoice for the month following the month in which the level of availability defined in the Contract was not achieved. Service credits are limited to each one-month period and therefore cannot be accumulated from one month to the next. The maximum service credit applicable per month may not exceed 50% of the monthly amount of the applicable Fee during the month in which the availability commitments were not met.

Service credits are not payable to the extent that unavailability is due to the following causes:

• the occurrence of any of the events listed in the exclusions of coverage in Article 9 hereof;
• planned maintenance of SaaS Components of which the Client has been informed, with the exception of Corrective Maintenance operations carried out at the Client's request to correct a lack of availability affecting the SaaS Components;
• updates/upgrades of SaaS Components of which the Client has been informed;
• unavailability or slowdown of the SaaS Components due to problems with the data communication network between the Client and the SaaS Components;
• failures or slowdowns of SaaS Components due to unusually high system load by the Client;
• failures or slowdowns of SaaS Components due to computer attacks from the Client’s network, for example denial of service attacks;
• failures or slowdowns of the SaaS Components resulting from an event of force majeure.

10.2 - HANDLING OF TECHNICAL SUPPORT AND CORRECTIVE MAINTENANCE REQUESTS

Technical Support and Corrective Maintenance services will be provided exclusively remotely, during business days, Monday through Friday between 9:00 am and 6:00 pm (Paris local time). However, Seald reserves the right to change the business days and hours on an ad hoc or permanent basis, in which case Seald will use its best efforts to notify the Client in advance.

To make a request for technical support or Corrective Maintenance, the Client must formulate his request in writing, either :

− By email to: support@seald.io. − Any other means of written communication agreed upon with the Client.

Seald undertakes to handle a request for technical support or Corrective Maintenance within a maximum period of:

The service credits constitute the Client’s only recourse in the event of failure to comply with the time limit for acceptance of the request under the conditions set out in the previous article. Any delay in acceptance, regardless of its duration and regardless of the number of requests for acceptance, shall represent a service credit of 1% of the monthly Fee due by the Client; it being recalled that the maximum service credit applicable per month, regardless of its cause, may not exceed 50% of the monthly fee applicable during the month in which the request(s) for acceptance were not honored within the deadline.

Article 11 - DATA EXPORT REQUEST & REVERSIBILITY

Unless otherwise provided in the Special Conditions, Client may request Seald to export all or part of the data related to its Application hosted on the Seald API server and on SSKS.

The following may be exported by Seald to the Client: − the set of Symmetric Encrypted Keys for the Application Users' Identities; − Activity Log; − the set of public keys for User Identities, and associated metadata; − encrypted private keys stored on SSKS.

An off-line reversibility operation can be performed by following the Documentation with such an export under the following cumulative conditions (in addition to the warranty conditions referred to in Article 9): − the Encrypted Data are accessible by the Client; − the private keys of the recipient Identities of the Symmetric Encrypted Keys are accessible by the Client; − the Recipient Identities of the Symmetric Encrypted Keys have not been revoked; − the Symmetric Encrypted Keys have not been revoked.

Article 12 - DATA PROTECTION

12.1 - PROCESSING OF PERSONAL DATA BY EACH PARTY AS DATA CONTROLLER

For the purposes of entering into and performing the Contract, as well as managing the commercial relationship between the Parties, each Party may collect personal data concerning employees and representatives of the other Party. This data will be collected and processed by each Party as an independent data controller, for the following purposes only:

• Carry out administrative operations related to the management of contracts, orders, invoices and payments;
• Follow-up of the commercial relationship with the other Party, including the conservation of documentation and contact data of the other Party;
• Information on developments in the Parties' services;
• Management of possible disputes.

The personal data collected for the above-mentioned purposes are only intended for the internal departments of the Parties and, where applicable, for subcontractors acting on behalf of each Party in accordance with their instructions.

The personal data collected in this context will be kept for the duration of the Contract, which may be increased by the applicable statute of limitations. Data subjects have the right to access, rectify, erase and port their data, as well as the right to object to and request the limitation of the processing of their personal data. With regard to the processing carried out by Seald as the data controller, these rights may be exercised by sending a message to the following address: contact@seald.io. It is the Client’s responsibility to inform the persons concerned of the contact address that can be used to exercise their rights, in the case of processing carried out by the Client as data controller.

12.2 - PROCESSING OF PERSONAL DATA BY SEALD AS A DATA PROCESSOR

In the course of providing the services provided for in the Contract, Seald will collect and process certain personal data as a data processor acting on behalf of and on the instructions of the Client, who is responsible for the processing of such data.

The description of the processing operations concerned as well as the specific obligations of the Parties in this context are set out in the personal data outsourcing agreement.

Article 13 - FORCE MAJEURE

Neither Party shall be liable to the other Party for the non-performance or delay in the performance of its obligations under the Contract that is due to the occurrence of an event of force majeure, resulting from any event or circumstance beyond its control, of an irresistible and unforeseeable nature.

The cases of force majeure will be considered as those retained by the jurisprudence of the Court of Cassation, as well as any change of regulation or any judicial or administrative decision which would prevent Seald from continuing its activity.

During the entire term of the Contract, any force majeure event, as defined above, shall suspend the obligations under the Contract for as long as the event or circumstance continues.

Article 14 - AUDIT

Seald may perform or have performed at its expense by a service provider of its choice, provided that it is not a competitor of the Client and that it is subject to professional secrecy, once (1) per year during the performance of the Contract, an audit at the Client’s premises provided that the sole purpose of the audit is to ensure compliance by the Client with the Contract

Seald undertakes to notify the Client in writing of any audit assignment with a minimum of fourteen (14) days' notice of the purpose and intended duration of the assignment and the names of the seconded experts.

Article 15 - RIGHT OF WITHDRAWAL

In the event that the Client is a consumer as defined in the French Consumer Code, the Client acknowledges and agrees to expressly waive his right of withdrawal under Article L 221-18 of the same Code, given that the Seald Solution is not provided on a physical medium and that it will be usable immediately after subscription by the Client.

Article 16 - TRANSFER AND ASSIGNMENT

The Contract is concluded intuitu personae and is neither assignable nor transferable by the Client to any third party whatsoever, including to any entity controlled by or controlling the Client within the meaning of Article L233-3 of the French Commercial Code.

The Client undertakes to notify Seald immediately by registered letter with acknowledgement of receipt of any change in the composition or distribution of its capital resulting in a change of control within the meaning of Article L.233-3 of the Commercial Code. Seald shall be entitled to terminate this Contract by right by registered letter with acknowledgement of receipt within one (1) month of the Client’s notification.

Seald may freely assign this Contract if the assignee is an entity controlled by or controlling Seald within the meaning of Article L. 233-3 of the French Commercial Code. Seald undertakes to inform the Client in writing prior to the transfer. Assignment of the Contract shall result in a transfer of obligations to the assignee of the Contract and shall release Seald from all of its obligations.

Article 17 - ADVERTISING AND COMMUNICATION

Each Party authorizes the other Party to use its name and logo as a reference in any written, oral or visual communication and in any medium.

Article 18 - MISCELLANEOUS

The Contract constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements relating to its subject matter.

The invalidity or unenforceability of any of the provisions of the Contract shall not invalidate the other provisions, which shall retain their full force and scope.

The courts of Paris shall have exclusive jurisdiction over any dispute arising out of or relating to this Contract, including, without limitation, the interpretation, implementation and performance of this Contract. This Contract shall be governed by the laws of France, except in the event that Client is a consumer as defined in the first article of the French Consumer Code.