CGV

PREAMBLE

Unless otherwise expressly agreed in writing, these General Terms and Conditions of Sale apply to all contracts concluded between 10h11 and the customer, a natural or legal person, public or private, who uses the latter to provide a service. Unless expressly accepted in writing by 10h11, the customer's General Terms and Conditions of Sale do not apply if they derogate from or violate these General Terms and Conditions of Sale. Any special conditions set out in the contracts prevail. The customer is recognized to have read and accepted, definitively, entirely and without reservation, the General Conditions of Sale when ordering. In the event that certain provisions of these general conditions of sale or of any contract are considered void, this would not lead to the nullity of the other clauses that will remain in force, and the parties undertake to replace the said clause (s) so that the common intention of the parties is respected. 10h11 reserves the right to modify its General Conditions of Sale at any time. The Conditions applied are those in force on the date of validation of the order. The preamble is an integral part of these General Terms and Conditions of Sale.

ARTICLE 1 — PURPOSE

These General Terms and Conditions of Sale aim to define the rights, obligations and responsibilities of the co-contracting parties. 10h11 is specialized in data visualization, the creation of visuals and the design of websites. All supplies of goods and services provided by 10h11 are subject to the General Terms and Conditions of Sale set out below.

ARTICLE 2 — COMMAND AND VOUCHER TO DRAW OR DEVELOP

2.1 Order

Orders include the precise description of the products and services and the corresponding prices. They must be signed by the customer following the publication of the prior estimate established by the agency. The work will only be carried out after approval by the customer. It is up to the customer to provide at 10h11 the documents necessary for the realization of the project (specifications, expression of need, visual identity, texts, photos, logo, etc.). The iconographic elements (typography, illustrations, photographs, etc.) that may be necessary to carry out the work are not included in the estimates, as is the possible participation in photographic shots, technical follow-up, etc.

2.2 Good to draw or develop

Before any serial printing, export on any medium that would be invoiced to you, 10h11 will have you sign a Voucher A Pull (BAT), a guarantee of the customer's agreement concerning the pattern and the textual content of the product concerned. No claim can be made on content validated by a BAT. The customer undertakes to check, reread and request any corrections of all media before final validation or signature of the receipt. Therefore, he can in no way question the responsibility of 10h11 in the event that he has failed to report an error or an oversight appearing on the model presented for validation. For the materials to be printed and in the absence of any indications to the contrary, the intermediate working documents and the model products will be delivered to the customer by e-mail, by fax or by post with the mention “Good to print”. For digital media, the customer must validate 3 documents sent to him by e-mail or by post: • the wireframes must be individually signed and accompanied by the mention “Good for agreement and graphic creation” .• the graphic models, each key page of which must be signed and accompanied by the mention “Good for agreement and development” .• the functional specifications must be initialed and signed on the last page, along with the mention “Good for agreement and development” .Continued implementation work (printing, website design, etc.) will only take place after approval by the customer, i.e. receipt of the agreement (s) in the form of a “Voucher”. Acceptance of the Voucher by the customer must take place within the period provided for in the agreement, otherwise delivery times will not be guaranteed.

2.3 Change and cancellation

Any change or cancellation of order must be formulated by registered mail with acknowledgement of receipt and subject to authorization by 10h11. No changes or cancellations will be accepted when they are issued after putting them online, manufacturing, validating the model or signing the printable. As soon as a cancellation or a change occurs after signing the estimate and before one of the 4 steps mentioned above, the costs already incurred will be invoiced. The billable minimum is 50% of the total bill amount. Expenses incurred by subcontractors such as printers (purchase of paper, etc.) may also be invoiced. 10h11 will therefore indicate to the customer the amount of the costs so that he can make his decision in full knowledge of the facts. In the event of cancellation, the payments already made will constitute compensation for the proposals made, and will therefore not be returned in any way. Complaints should be limited to corrections and improvements to be made to the documents. In no case can it be a total redesign of the graphic line of the documents if the errors observed are unimportant and therefore do not significantly affect the document. 10h11 cannot under any circumstances incur any responsibility for changes or cancellations decided by the customer after acceptance of the quotation. After posting online, if the contract does not stipulate a specific clause, the cancellation must be executed with 2 months' notice.

ARTICLE 3 — PRICE

All supplies of products and services incurred by the agency and involving an expense at the customer's expense will be subject to a prior estimate drawn up in accordance with the 10h11 tariff schedule in force for the current year. Prices do not include taxes and transport costs. The prices offered are valid for 6 months from the date of issue of the quotation. Beyond 6 months, any quotation without a response from the customer will be reevaluated at the current rate. The service includes everything that is explicitly listed in the quotation. The specifications provided by the customer are also an indicator of the elements to be developed. Any service not included in the proposal will be subject to an additional estimate. The corrections of creations and wireframes requested by the client are not unlimited, only 3 round trips between the agency and the client are included in the order, any additional corrections will be invoiced for the time spent on the basis of the artistic direction or design rate proposed by the estimate. In case of disagreement on the price, the customer must first notify it at 10h11 before the “Good for Agreement” constituting the order.

ARTICLE 4 — PAYMENT

Invoicing will be carried out as follows: a deposit of 50% of the amounts due will be required at the beginning of the project, 30% of the amounts due to the delivery of the first analyses or to the putting online on a preproduction server in the case of a digital project, 20% of the amounts due at the final delivery. Payment is made according to the conditions specified by 10h11 to 30 days of the invoice date. Payment is made by check made out to the order of 10h11. The customer cannot request a deferral of payment from the agency. Any total or partial payment delays automatically and after a formal notice remained without effect for 10 days: a) The suspension or cancellation of delivery and/or the execution of orders in progress. The remaining payments will then remain the property of 10h11 as a lump-sum compensation without prejudice to any other compensation.b) The immediate due payment of all amounts ow.c) Late payment interest in an amount equal to 1.5 times the legal interest rate in force on the due date.d) In the event of legal proceedings, the exigibility as a penalty clause of compensation equal to 15% of the amounts due. fixed with a minimum of €50, in addition to legal and late interest, and possible legal fees, and this, without prejudice to other damages.e) The cancellation of all discounts and other benefits granted by the seller with the customer in question.

ARTICLE 5 — DELIVERY

5.1 General

Delivery deadlines or dates, whether firm or not, as well as their change by the buyer, must be stipulated in writing to the customer. Despite 10h11's particular commitment to respecting deadlines, delivery times are only indicative and cannot therefore be taken for granted. Delivery is made to the address indicated by the Customer and included in the order acceptance and will be considered to have been made at the time the order arrives at said address. Unless expressly accepted by 10h11, delays cannot be invoked as a cause of cancellation of the order or refusal of the goods by the customer, nor give rise to compensation, penalties or damages. With regard to graphic creations, any significant changes, resumption of creation, delay in decision-making, corrected proofs, late deliveries of documents by the customer or problems related to third party products (software, computers, etc.) postpone the delivery time established between the parties accordingly. Any unjustified delay due to changes requested outside of the service provided by the agency will result in the invoicing of fees at the expense of the client.

5.2 Transportation

For each project, a “Transport costs” package will be established by 10h11 at the expense of the customer and indicated on the estimate. Deliveries of products, printed materials or other materials are the responsibility of the customer. The transfer of risks and the corresponding insurance takes place at the expense of the customer as soon as the product leaves the premises of the company designated for the delivery of the products ordered. From that moment on, the customer is responsible for all risks of delay, deterioration, loss, loss, theft, total or partial destruction, regardless of the cause of the damage, even if it is a fortuitous event or a case of force majeure. Any dispute relating to transport must therefore be settled between the recipient and the carrier. It is the responsibility of the receiving customer to make all the necessary observations and to confirm his reservations by registered letter with acknowledgement of receipt to the carrier within 48 hours following receipt of the goods. He must inform the seller at the same time and in the same form.

5.3 Reception

A delivery note will be signed upon receipt of the ordered products. It is the responsibility of the receiving customer to check the good condition of the goods at the time of delivery. This verification must cover quality, quantities, references as well as compliance with the order. Without prejudice to the measures to be taken with respect to the carrier, claims on apparent defects or on the non-conformity of the product delivered to the ordered product must be formulated by registered letter with acknowledgement of receipt within 48 hours of the arrival of the products. After this period, the customer will be deemed to have definitively accepted his order. For websites and other IT developments, delivery and production are subject to a receipt report which triggers the contractual guarantee.

5.4 Return and complaint

Any dispute relating to the quality of the goods must be sent by registered letter at 10h11 and can only be accepted within 3 working days following the date of the actual receipt of the goods or the signature of the discharge, made to the carrier. Any defective goods can only be returned after prior agreement on the part of 10h11 depending on the validity of the customer's justifications. The costs and risks of the return are always borne by the purchaser. The products will only be taken back as they are and must be returned in their original packaging in good condition.

ARTICLE 6 — FORCE MAJEURE AND FORTUITOUS EVENTS

The occurrence of a fortuitous event or force majeure likely to delay, make it economically exorbitant or prevent the execution of the sale has the effect of suspending the execution of the contractual obligations of 10h11 and cannot therefore give rise to compensation. If the event extends for more than three months, 10h11 reserves the right, after this period, to terminate the contract without compensation. In addition to the cases usually recognized by case law, constitutes an event of force majeure; the blocking or unavailability of telecommunications, any consequence of an unpredictable technological evolution calling into question the norms and standards of one's profession and any other case that is inevitable, unpredictable and independent of the will of the parties preventing the normal execution of these conditions.

ARTICLE 7 — OWNERSHIP

7.1 Retention of title clause

The goods ordered and made by 10h11 remain its entire and exclusive owner until effective payment of the full price in principal and accessories by the customer. The production files and source files remain the property of 10h11, only the actual ownership of the finished product will be transferred to the customer in accordance with the scope of the mission entrusted. In the event of non-payment by the customer of any of the deadlines, 10h11 may, without losing any other of its rights, require, by registered letter with acknowledgement of receipt, the return of the goods at the expense and risk of the customer. It is expressly agreed that the above provisions do not prevent, from the date of delivery, the transfer to the customer of the risks of loss or deterioration of the goods as well as the damage that they could cause. Ownership of goods following payment for products does not call into question the concept of intellectual property set out below.

7.2 Intellectual property

Trademark registrations, domain names, logos... can be carried out by the agency at the request of the customer. They will be produced on behalf of the customer after validation of a quote by the latter. 10h11 remains the owner of its creations according to articles 111-1 and 111-2 of the intellectual property code. Therefore, all photographs, texts, slogans, drawings, images, images, animated sequences with or without sound, source code, as well as any works integrated into a project created by 10h11 remain its property and therefore cannot be communicated, reproduced or executed, even partially, in any way without written authorization. The exploitation of all or part of the creations and services provided by 10h11 must comply with the provisions of the order placed and with the legal and regulatory provisions in force at the time of signing the contract. Any reproduction, representation, use or modification not stipulated in the contract, by any process whatsoever and on any medium whatsoever, of all or part of a creation, must be subject to an express prior authorization of 10h11 and a remuneration to be agreed upon so as not to constitute an offense of counterfeiting. Some products such as designs, images and graphic charters are sold with a personal right of use that prohibits the customer from making any transfer, copy or public distribution other than those provided for by the legislation on property and image rights. Unless otherwise or specifically expressly provided by the customer, notified by letter with acknowledgement of receipt, 10h11 reserves the right to include a commercial statement clearly indicating its contribution to the realization, in the form of a mention such as “Design: 10h11”. Since the title “design” is linked to the nature of the creations, it may change to creation or production and the appropriate term chosen will remain the discretion of the agency. Unless explicitly stated otherwise by the customer, 10h11 and its commercial and legal representatives have the right to mention and use any creation made for the customer, on all types of media and without time limit, as part of their efforts for promotional and demonstrative purposes. 10h11 ensures that all its creations are original. However, given the multitude of existing brands and the recurrence of certain themes or symbols, it is possible that a logo, a digital project or a brochure may bear similarities with others. This could only be a coincidence and the agency cannot under any circumstances be held responsible for possible legal problems.

7.3 Transfer of rights

10h11 reserves the right to transfer source files to third parties. In the case of a request for transfer of rights by the customer, a contract may be written and signed by both parties, specifying the detailed terms of transfer of rights. For all communication and advertising projects, according to article L132-31 of the Intellectual Property Code, the contract must specify the separate remuneration due for each mode of exploitation of the work as well as their duration even if it remains undetermined. The elements identifying the company, in particular the logo, brand and packaging, must be the subject of a separate agreement providing for the modalities of transfer of rights and the remuneration of the company.

ARTICLE 8 — RESPONSIBILITY

8.1 Commercial Responsibility

The customer is solely responsible for the choice of the product or service and its suitability for his needs, and 10h11 assumes no responsibility for this fact. For this purpose, it is the customer's responsibility to request from 10h11 all information and all additional information on the characteristics of a creation, the implementation of a robot, an automation, an API or a support or its use. The customer orders the product in quality and for his professional needs. 10h11 can therefore in no way be held responsible for direct or indirect damages, of any nature whatsoever, related to commercial returns requested by the support designed and produced. The agency has an obligation to provide advice. It ensures compliance with advertising regulations in the context of the campaigns and media that it designs and distributes on behalf of the Customer. However, the agency cannot be held responsible for any decision taken by the Customer or any third party designated by him and for the consequences of a communication campaign or a commercial speech. 10h11 declines any responsibility concerning the information, images, texts, texts, videos, sound... provided by the client... provided by the client intended to be inserted and used, therefore broadcast to the public. The customer is solely responsible for their accuracy and compliance with the laws and regulations in force. The customer must have ensured the necessary rights to intellectual property rights, image rights in all its forms, humanist property rights to the natural and legal person, industrial property rights, compliance with the general data protection regulations... The responsibility of 10h11 cannot therefore be incurred as a result of any action or recourse by third parties concerning the violation of intellectual property rights relating to works broadcast in full or in part on the client's site (s), services and products without the express agreement of the author. In the event of proceedings or claims brought by a third party, the client undertakes to make the changes in order to remove the disputed elements or to replace them with elements free of rights or for which the agency has rights.

8.2 Technical responsibility

The customer is in control of the choice of the technique used to produce the product as well as the service and of its suitability for his needs, and 10h11 assumes no responsibility for this fact. For this purpose, it is the customer's responsibility to seek from his account manager all information and additional information on the technical characteristics of carrying out the work requested. The customer acknowledges ordering the product or service in quality and knowledge of the facts. 10h11 cannot be responsible in the event of any operational incident due to disturbances on the road, telephone, Internet, Internet, postal, electrical network... Because of the characteristics and limitations of the Internet, which the client declares to know, the responsibility of the agency cannot be directly or indirectly incurred for in particular: - difficulties in accessing the hosted site due to the saturation of the networks at certain periods.- virus contaminations of data and/or client software whose protection is his responsibility. -- possible complaints concerning data protection.- malicious intrusions by third parties on the site, product or service. of the Customer, in the web server or information system despite the reasonable security measures put in place by 10h11.- damage that may occur to equipment connected to the server center, which is under the sole responsibility of the Client.- damage resulting from modifications made to the components by the client or a third party, from data loss.- damage or losses that may occur during the transfer of data to the client, which is required to protect itself against said data loss.- possible misuses of words passwords, confidential codes and more generally any sensitive information for the Client.In the case of site maintenance work or web applications, 10h11 establishes a maintenance contract with the customer specifying the terms of the latter. By nature, any 10h11 maintenance contract is annual, renewable tacitly and cancellable by simple email 60 days before the annual due date. In the case of collection, enrichment or file completeness work or information of any kind whatsoever, 10h11 reminds us to provide the customer with tools and to assist in the configuration of these tools. The customer is solely responsible for the use of the tool, the results produced and the consequences of the use of these results.

ARTICLE 9 — WARRANTY

The goods sold are guaranteed against any functional defect resulting from a defect in material, manufacture or design. The functional defect must appear within a period of one month, according to our warranty. Websites and other IT developments are guaranteed for one month. Beyond the warranty period, the agency cannot be held responsible for possible bugs, security breaches or other problems. As accommodation is subcontracted, the Agency cannot be held responsible for any problems related to it. The customer can take out an additional guarantee by validating the quote requested and established by the agency. The upgrade and versioning of technological solutions and CMS are the responsibility of the customer. The actions are implemented after validation of the estimate. 10h11 is not in charge of technological and security monitoring related to the technical solutions used. However, when the framework of a guarantee is extended beyond one month, the agency can monitor to anticipate problems and in particular security breaches. The warranty is excluded in the event of lack of maintenance, abnormal use of the product taking into account the standards applicable to the technology in question, modification or intervention of any kind by third parties. The warranty will only apply to the actual product mentioned on the order form signed by the customer.

ARTICLE 10 — CONFIDENTIALITY AND PERSONAL DATA

The information relating to a request for a quote at 10h11 is subject to data processing in order to define the customer's needs and request so that the agency can respond precisely. 10h11 undertakes, for the duration of the execution of the order, not to disclose any confidential element, document or information that has been communicated to it by the customer. A confidentiality clause can be signed at the request of the customer. In accordance with the Data Protection Act (art. 34), the customer has the right to access, modify, rectify and delete data concerning him. The customer can exercise this right by simple letter addressed to the agency: 10h11, 88 rue Judaïque, 33000 Bordeaux

ARTICLE 11 — APPLICABLE LAW AND COMPETENT JURISDICTION

These general conditions of sale are governed by French law. In the absence of an amicable resolution, any dispute relating to the interpretation and execution of the general conditions of sale or of a contract and the work of 10h11 will fall under the exclusive jurisdiction of the Bordeaux Court (33), even in the event of multiple defendants regardless of their status or warranty claims.

ARTICLE 12 — VALUE ADDED TAX ON CONTRACTS ABROAD

10h11 applies value added tax (VAT) according to art. 293 B of the CGI when contracting abroad when the contract meets the conditions of art. 293 B of the CGI.